Annual Report & Accounts 2023
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Our Purpose and Mission
Highlights
online
research data and
analytics technology
innovative
solutions
explore, plan,
activate and track
their marketing
activities better
Our
Purpose
Our
Panel
Our
Mission
Our
Vision
Our Purpose
To give the world a voice through
our global community by collecting,
measuring and analysing their
opinions and behaviours and
reporting the findings accurately and
free from bias
Our Mission
To supply a continuous stream of
accurate data and insight into what
the world thinks, so that companies,
governments and institutions can
make informed decisions
Our Vision
For YouGov to be the world’s leading
provider of marketing and opinion
data. We want YouGov data to be
a valued public and client platform
used by hundreds of millions of
people on a daily basis, enabling
intelligent decision making and
informed conversations
Our Panel
A global online community that allows
us to produce a reliably representative
picture for analysis and predictions
one
of the world’s largest
research networks
We are proud to be aligned to the following five
UN Sustainable Development Goals (SDGs), integrating
their criteria into our operations. Look out for these
icons throughout the report.
Awards and Accreditations
International
standard for
Information Security
management
Single-use plastic reduction
achievements in London,
Cologne, Bucharest and Dubai
External assurance of
protection against
common cyber threats
Bridging the Privacy and
Security Gap Award
(Shortlisted)
Company of the Year
(Shortlisted)
Diversity Champion
Award (Shortlisted)
Tilly Heald for
Governance
Professional of the
Year (Shortlisted)
Financial and operational highlights
Revenue
Adjusted earnings
per share1
+17%
£258.3m
+71%
40.5p
Adjusted operating
profit1
Statutory basic
earnings per share
+33%
£48.3m
+100%
31.5p
Adjusted operating
profit margin1
Staff costs as a %
of revenue
+230bps
19%
-200bps
47%
Statutory operating
profit
Operating cash
generation
+48%
£44.4m
-1%
£69.0m
1 Defined in the explanation of non-IFRS measures on page 46.
• Revenue growth of 17% (9% on an underlying1 basis) against
a challenging macroeconomic backdrop and well ahead of
the industry
• Adjusted operating profit was up by 33% (23% on an underlying
basis), representing a margin of 19%, on the back of operational
gearing and disciplined cost management
• Adjusted earnings per share up by 71% to 40.5p
• Proposed dividend increase of 25% to 8.75p per share, in line with
our progressive dividend policy
• Strong balance sheet position maintained with net cash at period
end of £107.2m (31 July 2022: £37.4m), £49.8m of which relates to
net proceeds from the equity placing completed in July 2023
•
Investments made during the period to drive further growth:
• Continued technology investment of £9.0m (FY22: £8.0m) to
drive long term growth, including the completion of the first
version of the YouGov Platform
• Expanded product suite in response to client demand including
the launch of YouGov Surveys, the Group’s self-service survey tool
• Ongoing investment of £7.3m (FY22: £8.0m) in the build-out of
our panel
• Announced the appointment of Steve Hatch as Chief Executive
Officer following a comprehensive international search process.
ESG Highlights
• Completed our second ESG Roadmap as of 31 July 2023
• Calculated our first global carbon footprint
• Published our first TCFD disclosures in this report
• Supported training initiatives including the US Insights Association’s
IDEAtor Fellowship to increase the diversity of talent in the market
research industry
• Continued to support our clients with their own ESG journeys
Contents
Strategic Report
Highlights
Our Business at a Glance
Over 20 years of Innovation
Chair's Statement
Chief Executive Officer’s Statement
Chair and CEO Q&A
Investment Case
Our Markets
Our Business Model
Living Data
Our Divisions
Our Strategy
Strategy in Action
Key Performance Indicators
Chief Finance Officer’s Review
Explanation of Non-IFRS Measures
S172 Statement
ESG Report
Risk Management and Principal Risks
01
02
04
06
10
14
18
20
22
26
28
34
36
38
40
46
48
50
68
Governance Report
Chair’s Introduction to Governance
Board of Directors
QCA Code
Corporate Governance Report
Nomination Committee Report
Senior Independent Director's
Statement on Board Succession
Audit & Risk Committee Report
External Audit Tender
Directors’ Remuneration Report
Remuneration Committee
Chair’s Statement
Directors’ Remuneration Policy
Annual Report on Remuneration
Directors' Report
Statement of Directors’ Responsibilities
76
78
82
84
92
95
96
102
104
104
109
117
126
129
Financial Statements
Independent Auditors’ Report to the
Members of YouGov plc
Consolidated Income Statement
Consolidated Statement of
Comprehensive Income
Consolidated Statement of
Financial Position
Consolidated Statement of Changes
in Equity
Consolidated Statement of Cash Flows
Parent Company Statement of
Financial Position
Parent Company Statement of Changes
in Equity
Principal Accounting Policies of the
Consolidated Financial Statements
Notes to the Consolidated
Financial Statements
Group Five-Year Financial Summary
Additional Information
Guide to Compliance Disclosures
SASB Alignment Index
Advisors
Notice of Annual General Meeting
132
141
142
143
144
145
146
147
148
163
193
196
199
200
201
01
YouGov is an international online research data and analytics technology group. Our innovative solutions help the world’s most recognised brands, media owners and government agencies to explore, plan, activate and track their marketing activities better. With operations in the UK, the Americas, Europe, the Middle East, India and Asia Pacific, we have one of the world’s largest research networks. YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Our Business at a Glance
S T R A T E G I C R E P O R T
YouGov has one of the world’s largest research networks
Our Global Reach
Offices
worldwide
37
Clients
worldwide
4,300+
Employees
worldwide
1,800
Panel Members
worldwide
Most quoted market
research source worldwide
26m
#1
See pages 24 to 25 for more information
Americas
20%
employees
8 offices
Mainland Europe
25%
employees
15 offices
UK
21%
employees
2 offices
Middle East & India
27%
employees
4 offices
Asia Pacific
7%
employees
8 offices
Data Products
Data Services
Custom Research
This division comprises our
syndicated data products, which
are available to clients on a
subscription basis.
This division provides our clients
fast-turnaround and cost-
effective survey solutions for
reaching nationally representative
and specialist samples.
This division offers a wide range
of quantitative and qualitative
research that is tailored by sector
specialist teams to meet clients’
specific requirements.
Revenue Split by Division1
Revenue Split by Division1
Revenue Split by Division1
33%
19%
48%
1 Excludes intra-group and central revenue.
See pages 28 to 33 for more information
YouGov Offices
YouGov Partner Panel
YouGov Panel2
2 Countries where YouGov has registered panel members during the year ended 31 July 2023.
Our Values
Revenue Split by Region3
Global Affiliate Partnerships
Be fast
We are always fast
to adapt and fast to
deliver, keeping up
with change.
Be fearless
We innovate, take
savvy risks and stay
true to ourselves, not
following the crowd.
Get it right
We will do the right
thing as scientists,
technologists
and citizens.
Trust each other
We work together as
a team - challenging,
pushing and
improving each other
to fulfil our ambition.
Respect
We respect everyone
and are considerate
of our differences,
always supporting
each other
to succeed.
The YouGov Global Affiliate Partnerships
Programme offers research agencies access
to YouGov’s platforms, expertise and (where
required) panel, while establishing the YouGov
brand and data products in the local market.
Learn more at: business.yougov.com/global-
affiliate-partnerships
43%
24%
21%
Americas
UK
Mainland
Europe
Asia
Pacific
9%
Middle East
& India
3%
3 Excludes intra-group and central revenue.
02
YouGov plc Annual Report & Accounts 2023
YouGov plc Annual Report & Accounts 2023
03
Never Done Evolving...
Over 20 Years of Innovation
2000–2005
Founding to listing
2006–2013
Scaling through acquisitions
2014–2018
First strategic growth plan (FYP1)
2019–2023
Second strategic growth plan (FYP2)
2 0 0 6
YouGov acquires Middle-East based research
firm Siraj and opens an office in Dubai.
2 0 1 4 £67.4m
Revenue
2 0 1 9 £136.5m
Revenue
2 0 0 0
Company is co-founded by Stephan
Shakespeare and Nadhim Zahawi as an
e-democracy website to allow the public to vote
on government whitepapers
2 0 0 1 £136,000
Revenue
YouGov makes the most accurate prediction of
the 2001 UK General Election and follows it up
by accurately predicting the outcome of the UK
Conservative leadership election. The UK media
begins to increasingly quote YouGov polls.
2 0 0 2
YouGov correctly predicts the winner of UK Pop
Idol, helping YouGov to land its first major media
partner client with the Daily Telegraph.
2 0 0 3
To complement its custom research offering,
YouGov launches the fast turn-around service,
YouGov Omnibus.
2 0 0 7 £14.3m
Revenue
YouGov acquires US-based research firm
Polimetrix in California, led by Doug Rivers.
Expansion leads to several new YouGov offices
throughout the US and Europe.
2 0 0 8
YouGov accurately predicts the London Mayoral
2008 election within one percentage point.
2 0 0 9
YouGov acquires the Princeton, New Jersey-
based research firm Clear Horizons, boosting its
East Coast presence.
YouGov is the most quoted market research
source in UK media.
YouGov becomes a founding member of the
British Polling Council.
2 0 1 0
YouGov acquires US-based Harrison Group in
Connecticut, expanding its East Coast footprint.
2 0 0 5 £2.9m
Revenue
2 0 1 1
£56.1m
Revenue
YouGov is the only polling company to
consistently, and correctly, show Labour
narrowly ahead of the Conservatives throughout
the 2005 UK General Election campaign.
YouGov floats on the AIM market of the London
Stock Exchange and becomes YouGov plc.
YouGov opens its first organic office in Europe,
in Paris, France.
YouGov acquires market research firm Definitive
Insights which expands the US West Coast
footprint with its office in Portland, Oregon.
2 0 1 2
2 0 1 3
YouGov establishes a technology and web
development hub in Warsaw, Poland to bolster
its data products strategy.
YouGov acquires Opigram, a platform that
facilitates the proactive sharing of opinions by
the YouGov panel.
YouGov acquisition of Decision Fuel
establishes an APAC presence.
Based on Opigram technology, the
audience planning and segmentation
tool, YouGov Profiles, is launched
and goes viral.
YouGov’s first long-term strategic
growth plan is launched with a focus
on scaling syndicated data capabilities.
YouGov establishes its first Centre of
Excellence (CenX) for data processing
in Bucharest, Romania.
YouGov accurately predicts the ‘hung’
parliament outcome of the 2017 UK
General Election through YouGov’s
pioneering use of MRP (multi-level
regression with post-stratification)
methodology.
Published our first UK Gender Pay Gap
Information Report.
2 0 1 5
2 0 1 7
YouGov launches a new Global Affiliate Partnerships
Programme, with partnerships in Poland, Pakistan, Egypt
and Japan.
First strategic growth plan’s ambitious targets achieved.
Second long-term strategic growth plan to further
global expansion and develop a self-service research
platform launched.
2 0 2 0
YouGov rapidly develops and launches the COVID-19
Behaviour Tracker to help organisations, public health
and academic institutions globally.
Double-digit revenue growth delivered in a year when the
established market research declined as a whole.
2 0 2 1
YouGov commences the biggest simultaneous
expansion of YouGov’s panel into 15 new markets.
YouGov makes several bolt-on acquisitions, including
leading Swiss research firm, LINK Marketing Services AG.
Published our first ESG Roadmap.
2 0 1 8
YouGov acquires SMG Insight to
enter the data-savvy sports industry,
Portent.io to add social media listening
capabilities, and Inconversation Media,
an innovative chatbot technology.
2 0 2 2
YouGov Surveys, our self-service survey tool, launched in
the UK and US.
Comprehensive Board succession planning conducted,
with Stephan Shakespeare appointed as Chair Designate.
Voluntarily published our first UK Ethnicity Pay Gap
Information Report.
2 0 2 3 £258.3m
Revenue
Published our first Workforce Diversity Report.
Calculated our baseline global carbon footprint.
YouGov announces the planned transformational
acquisition of GfK’s Consumer Panels business.
Steve Hatch appointed as CEO.
Second long-term strategic growth plan concludes; third
strategic growth plan announced with the launch of the
YouGov Platform at a Capital Markets Day.
04
05
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Chair’s Statement
“I am confident
that the Board
has set the right
strategic direction
to deliver
another period
of sustainable,
profitable growth
for the business.”
Stephan Shakespeare
Chair
In my first statement as Chair of the YouGov plc Board of
Directors, I am delighted to report that we have had another
year of solid trading results for the 12 months to 31 July 2023
(FY23), delivering strong top-line underlying growth1 alongside
continued margin expansion.
It is an honour to step into the role of Non-Executive Chair
and continue my journey with YouGov in its strongest ever
position. The challenges and macro uncertainty seen in the
previous year persisted into FY23, and our ability to deliver this
market-beating performance against that backdrop further
demonstrates the resilience and strength of our business
model. Across our industry, we witnessed a slowdown in
momentum, which led to some temporary disruption at the
start of the calendar year, particularly with our technology
sector clients. However, momentum has since started to
return, underpinning our confidence in the future, and our
teams are hard at work to ensure we get closer to our clients
and innovate with them to achieve our ambitions.
Results and dividend
In FY23, we achieved strong revenue growth of 17% over the
prior year (9% on an underlying1 basis), driven by growth across
all our geographies. We were able to maintain disciplined
cost management through the year, and benefit from the
investments made in the prior years, to build capacity and
position our organisation for a strong finish to our second
long-term strategic growth plan (FYP2). This enabled us to
deliver adjusted operating profit1 of £48.3m in the year, up 33%
over FY22, representing a margin of 18.7% (FY22: 16.4%).
This performance is testament to our resilient model and
was largely driven by the stellar performance of our Custom
Research division and the continued growth of our syndicated
data products. While the macro environment has impacted
volumes of our more tactical, fast-turnaround research, clients
continue to dedicate resources to customised strategic,
particularly large-scale multi-country multi-year trackers,
research to help them make critical business decisions. These
trackers build on the efficiencies of our data engine and the
richness of our connected data, which combined with our
global coverage and granular audience profiling is continuing
to resonate well with clients, resulting in several new client wins
in the year.
YouGov continues to maintain a progressive dividend policy
and, in line with this, the Board is pleased to recommend
a dividend increase of 25% to 8.75p per share payable on
11 December 2023 to shareholders on the register as at
1 December 2023. This will be tabled for shareholder approval
at our Annual General Meeting (“AGM”) on 7 December 2023.
1 Defined in the explanation of non-IFRS measures on page 46.
Concluding the second strategic
growth plan (“FYP2”)
Our vision is for YouGov to be the world’s leading provider
of marketing and opinion data. We want YouGov data to be
a valued public resource used by hundreds of millions of
people on a daily basis, enabling intelligent decision making
and informed conversations. To support our realisation of this
vision, we choose to operate using the tool of medium-to-long-
term strategic growth plans to enable us to allocate resources,
make investment decisions and to create a close link between
corporate performance and executive remuneration.
This year was the final year of our FYP2 strategic plan, which
ran from 1 August 2019 to 31 July 2023 (FY19–23). As previously
announced, we set the following ambitious growth targets for
the FYP2 plan period:
• Double Group revenue (implying a revenue CAGR of 19%)
• Double Group adjusted operating profit margin1
• Achieve an adjusted basic earnings per share1 compound
annual growth rate in excess of 30%
Group revenue
17%
£258.3m
FY23
£221.1m
FY22
06
YouGov plc Annual Report & Accounts 2023
07
YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Chair’s Statement
continued
It is pleasing that YouGov has delivered a strong performance
in the final year of the strategic plan, resulting in the Company
nearly achieving its stretching targets. Overall, we delivered a
Group Revenue CAGR of 17% and an EPS CAGR of 28% over
the FYP2 period, which is a remarkable accomplishment and all
the more impressive in the context of the COVID-19 pandemic,
political turbulence and macroeconomic global backdrop
during the period.
Based on our vision and strategy, we previously identified five
key priorities that were a focus over the FYP2 period. The key
progress made under each of these priorities during FY23 is set
out below:
• Product development and technology: We completed the
development of the first version of the YouGov Platform, a
high-quality, self-service research system, and expanded
our product suite with the launch of YouGov Surveys, our
self-service survey tool.
• Panel: We saw growth in our global research panel of 15%
in FY23 to 26 million registered members, while maintaining
strong retention rates. Additionally, we launched our new
member portal with an aim to increase engagement and
drive on-going data sharing globally.
• Global accounts: Our account management teams
demonstrated their ability to elevate client conversations
backed by robust market research data and win several
new clients.
• Global infrastructure: Our Centres of Excellence (CenX)
teams continue to grow rapidly as we look to increase
efficiencies and shift more standardised research tasks into
our CenX operations.
• Acquisitions: In July 2023, we announced the intention
to acquire the Consumer Panel Business of GfK SE, an
established leader in household purchase data across
16 European countries. The regulatory approval process
remains on track, and we anticipate closing the deal in the
coming months.
This was also the final year of the Long-Term Incentive Plan
2019 (“LTIP 2019”), which was introduced in 2019 to run
alongside the FYP2 strategic plan. The LTIP 2019 targets
were stretching, with full vesting requiring compound annual
adjusted EPS growth of 35% over the four years to 31 July 2023.
Taking into account the EPS CAGR of 28%, the overall plan
vesting level was 74% which is an excellent result. The LTIP
2019 awards will vest in late-October 2023. At the forthcoming
AGM in December, we will be seeking shareholder approval
for a new scheme, the Long-Term Incentive Plan 2023 (“LTIP
2023”), which has been designed to allow us to incentivise and
reward sustainable performance over the medium- to long-
term. Full details of LTIP 2023 will be shared with shareholders
in early-November when the 2023 Annual Report & Accounts
are published.
1 Defined in the explanation of non-IFRS measures on page 46.
08
Third strategic growth plan (“SP3”)
The Board has approved the strategic direction for the third
strategic growth plan. As part of this, we continue to see
significant opportunities to grow our share of wallet through
better partnering with existing clients and increasing market
penetration, particularly in the US with multi-national brands.
Additionally, we see strong potential to expand our business
through a digital path to purchase with YouGov Surveys by
driving greater usage of the YouGov Platform.
The proposed acquisition of GfK’s Consumer Panel Business
(GfK CPB) will add significant capabilities to the Group and
enhance our ability to scale. GfK CPB is an established leader
in household purchase data, with panels across 16 European
countries, consisting of over 100,000 households. These
capabilities are strategically aligned, adding highly engaged
panels in the European market and technology to capture
and analyse consumer purchasing data. We expect the
acquisition to support our continued growth by expanding our
combined offering to existing clients in our current markets,
as well as the opportunity to win new clients and roll out into
new markets , including in the US which remains our largest
growth opportunity.
I am confident that the Board has set the right strategic
direction to deliver another period of sustainable, profitable
growth for the business and we have the right executive team
in place to see the plan implemented to its full potential. Our
new CEO, Steve Hatch brings over 30 years of leadership
experience and valuable sector expertise in consumer
profiling, e-commerce, and business transformation with a
proven track record in scaling technology platforms and digital
media businesses. These capabilities make Steve perfectly
suited to lead YouGov through its third strategic growth plan
and beyond. See Steve’s CEO’s Report for more detail on SP3
and our medium-term growth targets.
Annual dividend per share
25%
8.75p
FY23
See pages 104 to 125 for more information
Conclusion
Our success is a testament to the talent and hard work of all
our employees and their dedication to the YouGov mission.
I’d like to thank everyone at YouGov for their commitment and
teamwork during my time as CEO and I look forward to leading
the Board’s oversight of the Company’s strategic direction in
my role as Non-Executive Chair.
I believe our chosen business model and strategy – to
provide high-quality market research through a connected
data proposition – plays to our strengths and expertise and
will enable us to continue to deliver long-term value to our
stakeholders. We have an exciting future ahead of us and I look
forward to working with Steve and the rest of the executive
team to make YouGov the world’s number one market research
company as the universal infrastructure of trusted data sharing.
Stephan Shakespeare
Chair
10 October 2023
1 Defined in the explanation of non-IFRS measures on page 46.
2 Information on the full composition of the Board's Committees can be
found on pages 78 to 81.
Board succession
This year has been a period of significant change for the
YouGov Board and leadership team composition.
As part of the previously disclosed Board succession plan,
on 1 August 2023, Roger Parry stepped down from the role of
Non-Executive Chair after a 16-year tenure with the Company.
At the same time, Steve Hatch joined the Company as Chief
Executive Officer, while I assumed the role of Non-Executive
Chair. Additionally, Rosemary Leith stepped down as Senior
Independent Director (“SID”) after a near nine-year tenure,
succeeded by Nick Prettejohn. Rosemary continues to hold
the role of Chair of the Board’s Remuneration Committee and I
would like to thank her for her service as SID, particularly during
this Board succession period.
Earlier in the year, on 27 February 2023, we were delighted to
welcome Shalini Govil-Pai and Devesh Mishra to the Board.
Shalini’s technical and consumer expertise, and Devesh’s
operational and engineering experience, both gained within
the US and UK technology industries, bring hugely valuable
and relevant skills to YouGov as we progress into the next
strategic growth plan. I am pleased to announce that Shalini
will join the Board’s Remuneration Committee and Devesh will
join the Audit & Risk Committee as a member.2
Also on 1 August 2023, Sundip Chahal’s role changed from
Chief Operating Officer to Chief Business Officer with a remit
for leading integration and growth strategies at YouGov.
Initially, Sundip is focussed on the planned integration of GfK’s
Consumer Panel Business. Sundip is also working closely
with Steve during the leadership transition period to ensure
the success of YouGov’s organic growth strategy. Sundip
remains on the YouGov Board as an Executive Director in this
new role. Lynda Vivian was promoted to the non-Board role
of Chief Operating Officer with a focus on the delivery of
YouGov’s Platform model in line with the Company’s strategic
growth plan, while continuing her work ensuring operational
excellence across the business.
I would like to take this opportunity to thank Roger for his
tremendous contribution as Non-Executive Chair over the
years. Roger was highly influential in the growth and success
of our business as a trusted advisor, mentor, and partner to the
YouGov leadership team throughout our journey.
With the right Board and executive team now in place, and the
transformative acquisition of GfK’s Consumer Panel Business in
its planning stage, I am excited by what we can achieve in the
next phase of our growth journey.
09
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Chief Executive
Officer’s Statement
“Our success as a
business depends
on employees
being empowered
to thrive in a
rewarding
culture, which
is defined by a
collaborative
spirit and a
desire to
make an
impact.”
Steve Hatch
Chief Executive Officer
“YouGov is a business I have closely followed and admired for
some time, and I am honoured to have been selected to lead the
Company in its next phase of growth. The quality of YouGov’s
data and its people is clear and is evidenced by the fact that some
of the world’s most data-savvy companies are its major clients.”
Rapid technological evolution, combined with growing
concerns over data integrity and privacy and the turbulent
geopolitical landscape have shaped a complex and ever-
changing market environment, bringing both challenges and
opportunities. As the industry evolves and places greater
emphasis on high-quality data to make strategic decisions,
YouGov is well positioned to serve their needs and continue
to strengthen its position as a market leader. This makes it a
very exciting time to join YouGov and I look forward to working
with the wider Board and the full YouGov team on the great
opportunities that lie ahead.
From a financial perspective, the business is in a strong
position with the Company having delivered consistent top
line growth as well as improved profitability through higher
efficiencies and a focus on higher-margin projects. Along with
the wider market, the business has recently faced short-term
headwinds in the form of longer sales cycles and a slowdown
in client decision making, however, its resilience and ability to
perform ahead of the market has been clearly demonstrated in
the past year.
Factors contributing to our positive performance in the
period include:
• Existing clients: Our largest clients continue to grow their
spend with us, particularly in Custom Research, despite
difficult macroeconomic conditions.
• New products: Recently launched products such as
YouGov Safe and YouGov Surveys are beginning to
show promise, and data slices, subsets, which are of our
syndicated data products, are helping us monetise existing
datasets and expand their use among clients.
• Key geographies: The US remains our largest market albeit
we have seen some slowdown compared to prior years,
primarily due to disruption in the technology sector, the UK
has performed well despite the overall negative sentiment in
the market.
• Operational leverage: Investments in recent years to
expand our research capacity, central functions and CenX
operations are continuing to drive operational leverage as
our revenue grows.
Third strategic growth plan (“SP3”)
YouGov develops medium-to-long-term strategic growth plans
to enable the business to determine key strategic priorities
to work towards and provide discipline to our investment
approach. Our last plan, FYP2, was centred around expanding
our global reach, furthering our product development by
building a self-serve survey tool and the YouGov Platform,
and implementing a CenX model to position ourselves for
future growth.
YouGov’s next strategic growth plan aims to deepen YouGov’s
strategy and complete the final stage of positioning ourselves
as a platform business with a dual go-to-market strategy
targeting enterprise sales and a digital path to purchase.
This strategic growth plan is underpinned by three key growth
areas, which are:
• deepening client relations and increasing market
penetration through our syndicated data products and
customised research;
• driving greater usage of our new self-serve platform, the
YouGov Platform, through a digital sales and marketing
approach; and
•
targeting greenfield opportunities, such as newer products
and M&A, which will be incremental to the core growth plan.
The Company continues to see significant potential to grow its
existing business lines through several levers for both new and
existing clients. YouGov will work to increase its penetration
with brands, particularly in the US, grow the overall number
of subscriptions, target long-term, strategic tracking projects,
and scale fast-turnaround research volumes through the self-
service YouGov Platform.
Prior to the proposed acquisition of GfK’s Consumer Panel
Business (GfK CPB), the Group set out two key financial targets,
as follows:
• Medium-term revenue (excluding contribution from
transformational M&A) of £500 million; and
• Medium-term adjusted operating profit margin1 of 25%.
These remain unchanged and the Group expects to revise
this medium-term guidance post the closing of the GfK
CPB transaction.
1 Defined in the explanation of non-IFRS measures on page 46.
10
11
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Chief Executive Officer’s
Statement continued
Based on our strategy and my initial observations, we have
identified some key areas that the Company will prioritise over
the medium term:
• Panel: We understand the importance of privacy to our
panel members and their desire to extract more value from
their data held by organisations. The Company will aim to
increase data sharing and panel activity, while continuously
looking to improve the member experience.
• Platform: Following the initial launch of the YouGov
Platform, we will now focus on increasing functionality and
product availability, driving research volumes and reducing
inefficiencies, and, in time, look to launch a widespread
marketing campaign to increase adoption.
• Commercial teams: Increasing accountability within our
commercial teams and having clear plans to increase
share of wallet with key clients through cross-sell and
up-sell opportunities will be a key driver to achieving our
ambitious targets.
• Artificial intelligence (AI): YouGov has long been using
machine learning to demonstrate the quality of its data
through political predictions. We will look to further
the use of AI to build products, improve our research
capabilities and automate detection and removal of
suspect respondents. The continued global adoption of AI
capabilities will also create additional revenue opportunities
for YouGov given we have the ideal source data for
AI models.
Environmental, social and governance
(“ESG”)
Like all aspects of YouGov, our ESG approach is built on core
principles of transparency and trust. We champion responsible,
ethical, and sustainable business practices across our
operations, which is reflected in our robust ESG commitments.
From giving a voice to millions of members worldwide to
investing in career development opportunities to support
diverse talent in our workforce, we are driven by shared values
and vision to create a positive impact in the wider community.
This year saw the conclusion of our second ESG Roadmap,
encompassing actions within individual Environmental, Social,
and Governance Strategies. In preparation for our next long-
term strategic plan, we conducted our first ESG materiality
assessment in Spring 2023. We invited groups of stakeholders
(including the Board of Directors, employees, panel members,
clients, investors and suppliers) to rank the importance of
ESG issues in order of relevance to the business. The results
have validated our existing priorities, informed our next ESG
Roadmap, and ensured that we tailor our communications
appropriately for each of our key stakeholder groups.
While we operate in a naturally low-emission industry, we take
a proactive approach to understanding and mitigating our
environmental impact. To meet our new obligations to align our
reporting to Task Force on Climate-Related Disclosures (TCFD)
recommendations, we calculated our global carbon footprint
for the first time and took the important step of conducting a
climate scenario analysis to understand the key climate-related
risks and opportunities relevant to our business. The results of
this exercise have been incorporated into our risk management
framework, and, in the next year, we will be developing
progressive long-term and interim net zero targets.
Current trading and outlook
Early trading in the new financial year is in line with
management expectations. After a temporary pause in the
second half of FY23, we are seeing sales momentum from the
technology sector starting to return. We expect Group overall
performance to build through the course of the year as the
new budget year begins at our clients.
We remain confident in the Group's prospects for FY24 and
in meeting current market expectations on a stand-alone
basis (pre-GfK CPB). Our initial focus in FY24 has been on
developing detailed commercial plans for our key clients and
increasing awareness of the entire YouGov product suite within
our existing clients. We expect the Company to continue to
reap operational leverage benefits from the technological and
headcount investments made in FYP2, leading to ongoing
margin expansion as revenue growth continues.
We continue to retain strong cash balances, notwithstanding
the funds set aside for the proposed acquisition of the GfK CPB
and aim to maintain capital expenditures for FY24 in line with
the prior year.
YouGov has a clear purpose and great talent that is passionate
about the Company’s mission. Combining that purpose and
passion with our ongoing investment in data and technology
provides us a strong foundation for achieving our ambitions.
I would like to thank the Board for trusting me to take the
helm at YouGov. I am committed to delivering stakeholder
value to our registered members, partners, clients, investors
and employees and I appreciate their ongoing commitment
and support.
Steve Hatch
Chief Executive Officer
10 October 2023
Our panel is our largest stakeholder group at 26 million
registered members. With the launch of YouGov Plus this
year, our dedicated Panel team has been able to draw on
direct member feedback to enhance the member experience
and ensure our panel remains representative, inclusive, and
accessible. YouGov Plus is a new premium tier membership
for our most active and committed members in the UK and
the US, and they have been invited to provide valuable input
through designated tasks and video calls that help us make
tangible, positive changes and empowers members by
amplifying their voices. The strength of our panel engagement
efforts pairs with the expertise of our researchers to ensure
surveys are designed in an unbiased way with consideration for
cultural and regional sensitivities. This means clients can trust
us to deliver accurate and reliable results that can inform their
own ESG agendas.
Governance is fundamental not just to our ESG strategy, but to
our success as a business. Our compliance team ensures we
are meeting all regulatory requirements with transparency and
accountability, while our data privacy and security specialists
maintain a rigorous framework to reinforce trust with anyone
who provides us with their personal data. In 2023, we held our
second annual ESG Deep Dive presentation to the Board of
Directors, with quarterly, action-oriented communications to
senior leaders, to ensure ESG is led from the top with a shared
understanding of priorities.
People and culture
To maintain a truly representative and highly engaged panel,
it is important that we champion diversity in our workforce
and actively foster an inclusive workplace. In early 2023,
we published our first annual Workforce Diversity Report,
which set a baseline from which to measure progress against
our Diversity and Inclusion goals and communicated the
range of initiatives we have in place to identify and address
representation gaps. We are continuously investing in career
development opportunities for our employees, with specialised
training programmes such as YouLead (for aspiring leaders)
and YouManage (for new line managers) to encourage internal
progression and foster support networks across teams
and regions.
Our success as a business depends on employees being
empowered to thrive in a rewarding culture, which is defined
by a collaborative spirit and a desire to make an impact. To
foster high performance, we appreciate the need for more
open communication and will look to ensure that all our
employees have clear sight of our goals and expectations, and
will work to tackle any obstacles as a more connected team.
We are united by shared values and we want to create an
environment for each of us to be fulfilled and deliver career-
defining work that we are proud of, while supporting our social
mission to give a voice to millions of people for the benefit of
the wider community.
12
13
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Chair and CEO Q&A
I N T E R V I E W
With new CEO Steve Hatch
and outgoing CEO
Stephan Shakespeare
YouGov isn’t a difficult business to get excited
Q. What interested you the most about
YouGov when you were considering the
CEO position?
Steve
about. My first experience was as a client when I was at MEC
and then again at Meta. It is a sure sign of quality when the
most data savvy companies in the world are your clients. What
really stood out to me at the time was the brilliance of the
products and panel and the YouGov brand itself. It’s the only
public-facing brand in the industry, and one that has been
cultivated over years. That brand recognition is an incredible
asset because it instills a level of trust from our panellists and
sets us apart from our competitors. As people want more
control over their data and organisations more value from
their data, YouGov is well placed at the intersection of both
these trends.
It has been a privilege to see YouGov grow
Q. What are your thoughts on YouGov
since you’ve started?
Stephan
during my time as CEO. When I founded the company in 2000,
I saw a definitive need for the industry to adapt to changing
technologies. There was a gap in accuracy that could be filled
with innovative online market research, particularly in political
polling, where we saw our first big successes. While I’ve always
believed in the strength of our model and our ambitious
growth targets, nothing is ever a guarantee. I am grateful for
the hard work of our incredible team throughout the years,
who have taken YouGov from a small start-up with a panel
of just 1,000 registered members to our status as the most
quoted market research company in the world.
Steve Hatch
CEO
14
I believed YouGov was a great company from
Steve
the outside and I have been blown away by the energy, the
strength and depth of our talent and the candour within the
company now that I have spent some time with the teams.
The sense of mission and commonality amongst our teams,
whether that is to improve our member experience or help our
clients, has really exceeded my expectations. Though we have
many things to resolve to achieve our full potential, the desire
for us to continuously improve, to move fast and to truly own
the space we occupy in the industry is palpable.
Q. What will your focus be for the next
twelve months and beyond?
With over 20 years directly at the helm myself,
Stephan
and the conclusion of Roger Parry’s successful tenure as Chair,
this was a natural time for me to shift away from operational
oversight and assume a more strategic, non-executive
leadership role. The next 12 months will be focussed on
communicating and implementing our next phase of YouGov’s
growth strategy. As Chair, my priorities will be maintaining
strong corporate governance and ensuring Board oversight of
YouGov’s company strategy. I will be honoured to mentor Steve
as our new CEO and I am confident that I am leaving the day-
to-day leadership in extremely capable hands.
We have an exciting future ahead of us as we look
Steve
to realise our ambition to be #1 in our industry. We have a long
way to go to achieve that ambition and I would hope that I can
really make a difference and be part of that journey.
First and foremost, we need to be a more connected
organisation as I think we can certainly achieve more by
strengthening the relationships we have with each other at
every level. I think that improved connectedness will go a long
way in driving our global commercial success and will also
help us to become a more client-centric company. Over the
next 12 months, I would like to see us make meaningful strides
towards becoming closer not only to each other, but also to
our clients. I want us to do more with our clients, and I want any
organisation, regardless of their size or location, to be able to
access the insights and data that YouGov has to offer.
Secondly, I would like to focus on our platform, our products
and our member experience because that is what YouGov
does best. We need to make sure that we maintain our
entrepreneurial spirit and continue to innovate and improve our
existing products as well as enhance our member experience.
Get these two things right and we’ll be able to serve all of our
stakeholders more effectively and efficiently.
Thirdly, to aim to ensure that the new colleagues we will
welcome through our planned acquisition of GfK’s Consumer
Panel Business this year really feel a part of YouGov and
its mission.
Stephan Shakespeare
Chair
If I look further ahead, the US market is where our largest
opportunities lie and I would like us to capitalise on those
opportunities. Our business is growing very well but our
brand is still relatively little known outside our core areas.
Finally, I want every YouGov employee to be able to look back
and know that YouGov was the place where they did career-
defining work, were able to be at their most innovative, and
where they were able to make a difference to our members,
clients and society.
15
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Chair and CEO Q&A
continued
From our foundation, YouGov has been known
Q. How do you think your background will
help YouGov reach its ambition?
Stephan
to break the mould. From product developments to unique
custom data solutions, we have always thought about the next
step in advancing our contributions to both our clients and
the industry at large. Providing quality services while achieving
rapid growth requires not just an intimate knowledge of client
needs, but also confidence in taking an innovative leap. To be
an industry leader, we can’t be afraid to try new things.
Building a company from the ground up has also taught me
the importance of motivation by establishing clear values and
ambitions. We must be adaptable to grow, and innovative
principles combined with sector expertise ensures our offering
is constantly evolving to meet client needs and industry
expectations. A collaborative, high-performance culture
starts at the top, and I am deeply invested in maintaining
YouGov’s innovative and entrepreneurial spirit at every level of
the business.
The understanding of what it means to be a
Steve
platform business and how to scale is something I will rely on
quite heavily. We are only at the start of that journey at YouGov
having built the initial engine that will power the YouGov
Platform. The next step is to test and refine that engine while
making sure that we have enough bandwidth in the CenX to
handle the associated volumes of work. Once we are satisfied
with the quality and deliverability of our platform, then there
aren’t many limiting factors. We will, of course, continue to test
and optimise, and once we’re sure we have something that is
really fit for purpose, the big marketing push can begin.
Additionally, the one common quality between MEC and Meta
was that they were very client-centric, which meant making
sure they really understood client needs and responded to
them well. I think we could use more of that client-centricity
at YouGov, so I will certainly lean on that experience. These
organisations were used to working at speed and, thankfully,
the same is true for YouGov, which makes me feel at home.
As Chair, I will be transitioning to a new kind
Q. What do you think will be your biggest
challenge in the next year?
Stephan
of leadership and focusing on supporting Steve and the
rest of the executive team in achieving our new strategic
plan. My vision for YouGov remains the same – as a leading
market research company, we have the capacity to better
serve people around the world and the communities that
sustain them. As we aim to achieve technology-driven scale
through greater standardisation, our biggest challenge will
be maintaining quality of data while improving ease of use
for clients. We will need to balance investment in the YouGov
Platform as a unique connected data solution with custom
research for more complex client needs.
I can support these aims by working against the clear
framework the Board has put in place to guide the delineation
between the Chair and CEO roles and continuing to offer
my extensive knowledge and experience of strategic
implementation at YouGov. I have handed over the reins
with the Group in its strongest ever position and with a clear
strategy to realising our vision of building the world’s leading
market research platform.
We have an ambition to be the #1 market research
Steve
company in the world, not only in size, but also in quality
and reputation, and that is not an easy feat to achieve. The
biggest challenge for anyone leading a business is making
sure that you live up to the expectations that you have set
for yourself and your company. But equally important, as our
business grows, is to make sure that we remain a connected
organisation because it is easy to lose the way when you try to
grow too fast too quickly.
Our ability to achieve that ambition will be dependent on
the quality of people at the company and making sure that
we are effective at employing and retaining people that are
motivated to overachieve everyday while maintaining humility.
A big part of that will be improving performance management
so we can have a performance-driven culture. Coming from
high-performance organisations in the past, I understand the
importance of rewarding our overachievers. There are two
guiding principles that are really important when managing
people – fairness and impact. We want to make sure that we
are being equitable, and we want to improve how we measure
performance across the company, so we can reward the
people that have gone above and beyond.
Q. When it comes to ESG, where can
YouGov add the most value?
YouGov is uniquely positioned to invest
Stephan
not only in our own ESG ambitions, but also those of our
clients. As a trusted source of accurate data based on our
truly representative panel, our clients are increasingly relying
on YouGov to inform their ESG strategies. From insights on
consumer preferences for a range of eco-friendly products
to highly specified annual studies of target audiences for
numerous charitable clients, we are proud of the value we can
add beyond our own direct impact. Throughout this report,
we have included several examples of research we have
conducted for clients with specific sustainable, responsible,
and socially orientated goals.
The “S” of ESG has always been one of YouGov’s
Steve
greatest strengths. Our unique role in the world is offering
accurate information upon which people can make decisions.
We are tested multiple times around the world in the
most important arena possible – political polling – and our
accuracy is second to none. When we do our jobs well, we
enable society to understand itself and support our clients in
achieving their own ESG agendas. Looking ahead to SP3, we
will continue to prioritise our connected panel and free access
to our public data. As we grow, it is essential that we remain
member-centric and our primary consideration will remain
giving a voice to the millions of people who trust us with their
opinions. To amplify those voices, the unification of our public
platform will make it easier for community leaders, academics,
journalists, and organisations of any size to use our vital
insights to help shape society.
Our panel is our biggest asset and stakeholder
Q. How do you balance interests of
different stakeholders in considering
ESG?
Stephan
group, and we greatly value their feedback on all aspects of
their YouGov experience. In recent years, I have spent time
listening to comments from our most engaged panel members
and have worked closely with the Panel team to ensure that
panellists' needs are appropriately addressed. Beyond our ESG
goals, the success of our business depends on the trust and
engagement of our panel.
We are also fortunate to have highly engaged investors who
help guide our ESG approach. We have always welcomed
their feedback, particularly when it comes to enhancing our
disclosures. Our investors recognise that our panel is one of
our greatest strengths and core to our long-term success
as a business, which aligns with the interests of our other
stakeholder groups. Our clients rely on our representative
panel for trusted insights, our employees are dedicated
to expanding and supporting our panel to meet research
needs, and the wider community benefits from access
to our unparalleled public data based on our continuous
panel engagement.
The heart of our business is in our people and our
Steve
panel. Everything flows from the panel experience – our ability
to create new products, our ability to innovate, and our ability
to obtain data in a safe and secure way. In an industry that
sometimes takes panel members for granted, we think of our
panel as a community. We can’t provide informed and accurate
solutions without designing our tools around the people giving
up their valuable time to take our surveys, and that is driven by
our expert teams who are working continuously to build trust
among a truly representative panel. It’s a cliché, but “people
first” means better results – we are stronger as a business if our
people and our panel are happy, and this feeds directly into the
interests of our other stakeholders. Our clients want the most
accurate insights, and our investors want evidence that we
can sustain our growth. They understand that our panel depth,
quality, and representation is integral to their success as well.
16
17
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Investment Case
C A S E S T U D Y
1 Sustainable growth
Successful track record of
scaling the business and
delivering profitable growth
2 Connected data
Unparalleled depth and
breadth of connected data
increasingly being valued by
clients
3 Resilience
Digital business model
providing significant
operating leverage and
strong resilience in volatile
environments
See page 04 for more information
See page 26 for more information
See page 22 for more information
4 Innovative
Culture of innovation
combined with sector
expertise ensures our offering
is constantly evolving to meet
client needs
5 Global reach
Increasing focus on account
management and global
panel expansion driving the
current phase of growth
6 Recurring revenue
Growing subscription
business and long-term
tracking work provides high
visibility and strong margin
expansion potential
See page 21 for more information
See page 36 for more information
See page 41 for more information
7 Platform play
Developing from a supplier
of data products and
services into a true self-serve
platform to drive the next
phase of growth
8 Profitable
Solid profitability and strong
balance sheet provides
foundation to deliver on
growth ambitions
9 Strong leadership
Highly motivated leadership
team with a clear goal of
enhancing shareholder value
and employee experience
See page 19 for more information
See page 38 for more information
See page 78 for more information
Underpinned by our key levers for growth
Digital sales
Address simpler client needs with a
digital path to purchase through our new
self-service research platform
Greenfield opportunities
Address emerging client needs
through new, innovative products built
on our existing research engine
Enterprise sales
Expand our share of wallet with
existing clients through our account
management teams and increase
market penetration through new
client wins
See page 35 for more information
18
Platform Play
The business challenge
The market research industry was increasingly moving
towards the use of in-house research teams and
technology-enabled research tools to collect insights
from consumers that would ultimately inform business
decisions. Having initially built a survey tool, YouGov Direct,
on a small, dedicated panel, YouGov was increasingly
getting requests from clients to utilise the wider YouGov
panel and the full breadth of profiling attributes to directly
send surveys to registered members. This was restricted
due to the fact that the YouGov Direct panel only consisted
of 150 profiling attributes and was not connected to the
YouGov Cube, our unique single-source connected-data
library. Additionally, the initial product was difficult to scale
as the user interface was not intuitive and required YouGov
researchers to spend considerable amounts of time
scripting and sending surveys on behalf of the client.
Our solution
The development of the self-serve survey platform was
undertaken in two phases. In the first phase, the YouGov
Direct panel was merged into the core YouGov panel
which enabled the integration of YouGov Direct with the
core panel. This allowed YouGov Direct to start using
YouGov Profiles as its audience targeting engine. This
project involved a number of product and engineering
teams across YouGov, as it traversed our entire technology
stack: from member-facing apps, to sampling and survey
systems. Project Fusion led to a significant expansion in the
pool of respondents available to YouGov Direct, and turned
YouGov Profiles into a full-blown audience targeting engine
for market research surveys.
Secondly, the YouGov Direct’s client-facing product
experience was redesigned from the ground-up with
first-time users in mind, culminating in its rebranding as
self-serve YouGov Surveys. This means clients – including
first-time users – could manage the entire survey-building
process on their own, which ended with them paying via
credit card or through invoicing depending on their needs.
The only human intervention with YouGov employees now
consists of quality control and sensitive content checks,
which are carried out within 30 minutes of launching a
survey, by our CenX teams based in India and Mexico.
The results
YouGov launched YouGov Surveys, a fully self-service survey tool, in October 2022 in the US and UK markets. The tool is
connected to the YouGov Cube, which enables clients to survey all respondents in these markets based on attributes that
have been collected in previous interactions with YouGov. Since its launch 12 months ago:
350+
1,000+
£1,000+
clients have conducted self-service research
surveys run via the tool
average transaction value
How our teams approached the challenge to build a fully self-service market research platform
C H A L L E N G E
S O L U T I O N
R E S U L T S
To build a research platform that
allows clients to run fast turn-
around surveys in a fully self-
service way to YouGov’s highly
profiled panel
Enable a seamless data flow
between our survey platform and
panel management system and
build an easy-to-use front-end
user interface
Launched YouGov Surveys, a
self-service survey tool, which
delivers rapid results with the
help of CenX-based researchers
19
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Our Markets
Continuing to Innovate in an Ever Changing Market
YouGov operates in the global market research industry, which is valued at
$129 billion, taking into account an expansion of the addressable market over the last
few years to include reporting and technology-enabled insights. The industry exists to
help organisations discover, classify and analyse data and insights on their customers
and target markets, with an aim to streamline their services and make more-informed
business and political decisions.
$47bn
Size of Established research segment
in 2022
More specifically, YouGov is largely a constituent of the Established research
segment of the industry. This segment of the industry has undergone a dramatic
shift over the last decade from face-to-face and telephone interviews to online data
collection, an area in which we believe we have a competitive advantage.
Furthermore, it is a highly fragmented market. Given the complex workflow of
a traditional research project from scoping and design through to final delivery,
clients inevitably have to work with several suppliers. Consequently, this leads to
disconnected datasets being used by the end users. Unlike the other players in the
industry, maintaining our own proprietary global panel and utilising our internally
developed technology allows us to create a unified offering for our clients.
This unique position in the market enables us to continue to capture market share
as demonstrated by the Group’s underlying1 revenue growth of 9% in FY23, which
significantly surpasses the sub-segment reported growth of 5%2 in 2022.
Global Market Research Industry Breakdown
+5%
YoY growth of Established
research segment in 2022
YouGov’s underlying1 revenue growth
+9%
in FY23
14% YOY growth
25%
Reporting and other
17% YOY growth
39%
Tech-enabled research
Self-service platforms represent
just 3% of the industry but are the
fastest growing sub-segment
(27% year-on-year growth in 2022)
Total
$129bn
5% YOY growth
36%
Established research
US
UK
China
France
Germany
RoW
47%
8%
6%
5%
5%
29%
Regional expansion
Over the coming three to five years, we aim to capitalise on our
regional strengths as a key element of our expansion strategy.
Rapid technological evolution, combined with growing concerns over data integrity and privacy, and the unpredictable
geopolitical landscape have shaped a complex and ever-changing market environment, bringing both challenges
and opportunities.
Trend
Why is it important?
How YouGov is responding
Artificial
intelligence
Importance
of quality
Self service
Artificial intelligence (AI) is disrupting
industries, especially ones that are ripe for
change. As clients demand faster results,
analysis that used to take weeks or months
is delivered in real time using online,
automation and AI. These real-time insights
into consumer attitudes and behaviour are
critical to business success.
YouGov is an industry-leading pioneer in using machine-
learning techniques to make accurate predictions.
Generating high-quality market research using AI
technology will require rich, up-to-date source data in
order to be successful. Therefore, YouGov’s genuinely
connected, continuously updated and multi-level profiling
and tracking dataset is ideal for this next phase of AI.
Panellist fraud has always been a problem
in our industry and this has become more
apparent over the last 12 months. As a
result, the quality of insights generated has
become paramount as businesses make
more data-based strategic decisions.
Our panel verification methods and re-contact capabilities
ensure we can stand tall on the credibility of our data,
which is crucial to future growth and success. This is
proven by our ability to consistently make accurate
predictions during elections in the world’s major
economies.
Clients are increasingly investing in their
own research teams and tools leading to
an in-housing of research, but the industry
lacks a consistent platform to enable the
operationalisation of data collected.
In response to market trends, YouGov launched a self-
service survey tool, YouGov Surveys, in October 2022.
Additionally, we unified our product offering under the
YouGov Platform enabling self-service research for more
standardised needs. As we develop and make the YouGov
Platform ever easier to use, we will increase our appeal to
clients, including non-traditional users of research.
Industry factors affecting clients’ choice of market research supplier
Faster, better and cheaper
According to a study by the Greenbook3, data quality and
service levels, balanced by price, are the three most important
factors clients consider when making their choice of market
research supplier. YouGov is well positioned here, as our digital
data collection methods and connected dataset enable us to
provide high-quality insights faster through automation and
at competitive prices using the YouGov Platform. Additionally,
YouGov is able to demonstrate to clients exactly where their
data comes from and why it can be trusted – a matter of
increasing importance in the market.
Incumbency
While long-term relationships are still key to client choices,
they are declining in importance. As the COVID-19 pandemic
and technology have brought about new ways of working
and accelerated the shift to online, clients are more receptive
to considering different solutions and are more willing to seek
and accept completely virtual solutions.
Historically, we had grown our international presence largely
through acquisitions. In more recent times, we have significantly
grown our panel capability and business, organically, embracing
and staying ahead of trends to provide insights on a global
scale. Given our relative size in the market, we believe there is
significant headroom for us to grow, particularly in the US, and
we continue to focus our efforts on that opportunity.
Our unique proposition is high-quality, large-scale, quantitative
custom studies connected with syndicated data products,
which suit the US market. This is demonstrated in the fact
that 30 of our top 50 clients are based in the US. While
the Americas are becoming increasingly important to our
operations, we are committed to maintaining and growing our
presence in the UK, Europe and the Asia Pacific region.
1 Defined as growth in business excluding impact of current and prior period acquisitions and business closures, and movement in exchange rates.
2 According to the ESOMAR Global Market Research Report published in September 2023.
3 Greenbook 2022 study on selection of market research suppliers.
20
21
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Our Business Model
YouGov’s vision is to be the world’s leading provider of
marketing and opinion data.
Our offer
Our operating model
S T R A T E G I C R E P O R T
Our core products and services
At the core of the YouGov platform is an ever-growing source of consumer
data that has been amassed over our twenty years of operation. Our
products and services draw on this detailed understanding of 26 million
registered panel members to deliver accurate, actionable consumer insights
to our clients. Our clients use these insights to explore, plan, activate and
track their marketing activities better.
Explore
Allows clients to get answers from
their chosen audience using our
syndicated data products or through
customised surveys.
Activate
Advertisers can optimise their ad
spend by utilising our research-
based audiences to activate ad
campaigns.
Plan
With over a million data points to
choose from, users can unlock
the most complete profile of
their audience and use it to plan
marketing campaigns.
Track
Continuous monitoring of what
an audience thinks about brands,
marketing campaigns and the
competition creates a powerful
feedback loop for clients.
Our divisions
Our business is structured into three divisions, and the connectedness of our
products and services serves as a strong differentiator.
Data products
This division comprises
our syndicated data
products, which are
available to clients on a
subscription basis.
Data services
This division
provides our clients
fast turnaround
and cost-effective
survey solutions for
reaching nationally
representative and
specialist samples.
Custom research
This division offers
a wide range of
quantitative and
qualitative research
that is tailored by
sector specialist
teams to meet clients’
specific requirements.
33%
19%
48%
of Group revenue1
of Group revenue1
of Group revenue1
See pages 28 to 33 for more information
1 Excludes intra-group and central revenue.
Our capabilities
Our technology
• Pioneer of online market research
•
Innovative market-leading technology and
analytics tools
• Technology platform connecting people,
research experts and clients
Our panel
• Large proprietary panel with long-term panellist
relationships
• High engagement levels providing unparalleled
depth and breadth of connected data
Our people
• Talented, driven professionals
• Strong culture and reputed management team
• Global reach supported by the Centre of
Excellence (CenX) model
Our reputation
• Respected brand name known for quality data
• Strong media presence
• Ethical approach, fully embracing EU GDPR
and CCPA practices
Our financial strength
• Cash-generative business enabling continuous
reinvestment
• Market-leading growth with expanding
profit margins
Our social mission
• Make people’s opinions heard for the benefit of
the wider community
• High panel representation ensuring
well-balanced data
• Accurate, engaging research freely available
to explore
For over 20 years, YouGov has been building an ever-growing source of connected consumer data that powers all our
products and platforms. We call it living data. This has driven our growth over the years and has allowed us to further invest
in our capabilities for the benefit of our employees, clients, shareholders and society.
YouGov
Clients
YouGov strives to develop new, innovative products
and tools that reach across client needs to
operationalise data and provide a unified offer.
We help the world’s most recognised brands, media
owners and government agencies to manage their
entire marketing workflow. Our highly diversified, global
client base comprises of over 4,300 organisations
across various sectors.
Technology
Revenue
Maximising the value of the data we collect through
the application of leading-edge analytics technology
and strong research expertise is our key differentiator.
We are constantly developing new tools that serve
our client needs and enable them to manage
their entire marketing workflow. To address the
trends and needs in our industry, we developed
the YouGov Platform, our self-service research
system that connects our clients, panellists and
expert researchers.
Panel
With some of the highest response rates and
representativity in the industry, our panel of registered
members form the foundation of our business,
providing us with a constant flow of data through
various channels of engagement.
We believe only highly engaged panels can produce
high-quality, connected data. Therefore, we look
to continuously improve and deepen the panellist
experience and become the universal infrastructure
for trusted data sharing.
Our revenues are generated through access to our
syndicated, subscription data products and client-
commissioned research. We tailor contracts to clients’
needs based on duration, number of questions,
frequency, regions, enterprise and sample size,
amongst others.
Profitability and cash
Our constant drive for efficiency and scalability is
demonstrated by our successful track record of
expanding our profitability and high cash conversion.
We use the funds generated by the business for:
Reinvestment
Acquisitions
Dividends
22
23
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023 Our Business Model
continued
S T R A T E G I C R E P O R T
Our panellists and clients
Our stakeholders and the value we create for them
Our panel of registered members play a crucial role in maintaining our consumer intelligence database, providing a
constant flow of opinion and behavioural data that can be leveraged by our clients.
Our aim is to maintain high panel retention and build our connected dataset through:
Personalisation
Surveys tailored to
individual panellists based
on their demographics and
past responses.
Incentives
Consistently receiving
rewards for completing
surveys incentivises panellists
to maintain engagement
and participation.
Variety
Surveys and studies on a wide
range of topics, from brand
preferences to topical issues to
sports, ensures the experience is
fresh and interesting for panellists.
Shaping global news
Survey results can provide
valuable data and insights that
media outlets use to inform their
reporting and coverage.
Community
Creating a strong community
of active panellists who interact
with the data creates a sense of
purpose and mutual benefit.
Trusted brand
Our media-friendly brand builds
public trust in YouGov and
drives ongoing data sharing.
Communications
YouGov keeps in touch with
panellists through newsletters,
social media and various other
channels to keep panellists
informed of the use of
their data.
We strive to provide our clients with innovative products and solutions through:
Depth of data
Highly structured time-series and cross-
sectional syndicated dataset enabling clients
to quickly derive valuable insights about
brand performance and consumer opinion.
Speed and accuracy
Highly-profiled, proprietary panel
allows clients to reach the right target
audience and makes quick turnaround
projects possible.
User-friendly tools
From a self-service survey platform to
our powerful data analytics tool, YouGov
Crunch, our tools make it easier and faster
to collect and analyse vast amounts of data.
Tailored solutions
We work with clients on an individual basis
to provide custom research and solutions
that meet a variety of business needs.
Trusted brand
YouGov is a well-known trusted brand with
a history of accurate predictions giving
comfort in the integrity of our data.
Panel coverage
Building and maintaining the most global
and representative proprietary panel is a key
differentiator with our largest clients.
Stats on panel and clients
26m
4,300+
registered panellists
clients
24
Panel Members
Rewards for participation
in surveys, and having their
opinions shape agendas
and policies
Employees
Competitive remuneration,
attractive culture and
development opportunities
Community
Public data as a resource for
organisations to understand
public opinion
Clients
Research data and
insights that fulfil their
business needs
£18m
in panel redemptions
Suppliers
and Partners
Mutually beneficial
relationships built on
shared values
19 days
taken on average
to pay third-party
suppliers
Mean overall
satisfaction score of
4/5
in the annual employee
engagement survey
8.5m
unique visitors to our
UK and US public data
websites
9%
underlying1 revenue
growth
Shareholders
Return on investment
through share price growth
and dividends
Media
Topical data and research to
support editorial teams
Environment
Proactive mitigation of
environmental impact
100%+
total shareholder
return over 5 years
#1
most quoted market
research source
globally
3.40
Carbon emissions per
FTE, including Scopes
1, 2 and 3
Underpinned by our commitment to ESG
We believe harnessing insights from data can address some of the world’s most challenging issues. Our purpose is to give
the world a voice through our global community by collecting, measuring and analysing their opinions and behaviours and
reporting the findings accurately and free from bias.
ESG Roadmap
Our third ESG Roadmap, published
in September 2023, outlines our
commitments through the next three
years. The objectives have been
determined with consideration to our
company values, expectations from
investors and ratings agencies, feedback
from the Board, and the results of our first
ESG materiality assessment.
Ethical considerations
Ethical business practices are built
into our company-wide policies and
procedures. The same expectations apply
to our suppliers, sub-contractors, and
business partners through our robust
Business Partner Code of Conduct.
1 Defined in the explanation of non-IFRS measures on page 46.
Our ESG
focus areas
Giving a Voice
Our social mission is to make people’s
opinions heard for the benefit of our local,
national, and international communities.
This encompasses our public data
offering, our efforts to ensure our panel
is truly representative, and our socially-
oriented research to support clients with
their own ESG ambitions.
Our net zero commitments
With our first baseline global carbon
footprint published in this report, we are
setting a target to achieve net zero by
2050 at the latest. In FY24 we will define
more progressive near- and long-term
targets.
25
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023 What is Living Data?
S T R A T E G I C R E P O R T
points
consumer opinions and behaviour
most effective strategy
millions of data
We call it living data
and marketing activities
Living Data
Living data enables a high level
of interoperability between our
suite of products, services and
tools, empowering clients to fulfil
their research needs through
self-service or varying degrees of
expert support.
Explore
Allows clients to get answers
from their chosen audience using
our syndicated data products or
through customised surveys.
Plan
With over a million data points to
choose from, users can unlock
the most complete profile of
their audience and use it to plan
marketing campaigns.
Activate
Advertisers can optimise their ad
spend by utilising our research-based
audiences to activate ad campaigns.
Track
Continuous monitoring of what an audience thinks about
brands, marketing campaigns and the competition creates a
powerful feedback loop for clients.
Surveys
Providing robust research for every budget and timeline
Audience intelligence
Delivering a complete picture of target
audiences
Campaign activation
Ad campaigns that grab audience attention
at the right time, in the right place
Brand health
Deeper brand tracking and campaign intelligence
With a reputation for accuracy, we make it easy for
clients to generate the high-quality insights they
need, when they need them.
Fast-turnaround research
Clients can self-serve their research needs through
our latest tool, YouGov Surveys, or use our
researchers to run questions through YouGov
Realtime Omnibus. Both provide fast and accurate
responses from targeted audiences
Custom research
A full end-to-end managed service from our research
experts to provide deep-dive research and insights
Our market-leading audience
intelligence products provide
unparalleled granularity on
the complex lives of our
registered members.
YouGov Profiles
Our flagship audience intelligence
tool allows clients to discover an
extensive profiling database of
thousands of consumer metrics
YouGov Safe
Providing our clients with a large
range of verified, permissioned
online behavioural data such
as streaming, gaming and
shopping data
Using our powerful audience
segmentation built from zero-
party data, our unique media-
friendly format removes customer
doubt from digital advertising by
delivering ads to the intended
target consumers.
YouGov Audience Data
Creating exclusive, research-based
audience segments for look-alike
modelling ensuring effective
marketing activation
YouGov FreeWall®
Providing engaging and interactive
surveys in an ad format to
drive engagement and cement
brand recall
Providing our clients with a continuous read on what
people think and feel about their brands, campaigns
and competitors, allows businesses to make informed,
impactful decisions.
YouGov BrandIndex
Offering our clients
a syndicated data
subscription to track and
analyse brand perception
across 16 vital brand
health metrics
Custom Trackers
Designed for strategically
important KPIs, custom
trackers supplement
regular brand tracking
with bespoke focused
modules, typically on a
multi-year basis
YouGov Stream
Audience streaming
tracker monitoring video-
on-demand data across
multiple platforms
YouGov Signal
Social listening platform
monitoring conversation
and sentiment across
40+ online sources
focused modules
26
YouGov plc Annual Report & Accounts 2023
YouGov plc Annual Report & Accounts 2023
27
Our proprietary global panel provides us with millions of data points on consumer opinions and behaviour, which are fully connected and constantly updated. We call it living data. We use this data to build syndicated and tailored end-to-end solutions for the most effective strategy and marketing activities. Our Divisions
C A S E S T U D Y
Data Products
YouGov’s Data Products division comprises our syndicated
data products, which are available to clients on a
subscription basis.
• Unlimited access to syndicated data delivered through
purpose-built dashboards
• Annual and multi-year contracts negotiated with pricing
based on the size of the organisation and number of
geographies covered
• Training and ongoing customer support available through
global client service teams
• Mainly consists of our flagship products, YouGov
BrandIndex and YouGov Profiles
Key products
YouGov BrandIndex and YouGov Profiles are available
separately or as a bundled proposition marketed as YouGov
Plan & Track.
YouGov BrandIndex allows users to continuously monitor 16
fundamental metrics such as brand and advertising awareness,
word of mouth, brand health, consideration, purchase
intent, and customer satisfaction. Brands, media owners and
marketing and communication agencies utilise it to measure
brand health, monitor growth, track advertising campaigns
and inform strategy. The data is updated daily (or bi-weekly or
weekly in some developing markets) and includes over 15 years
of historical data.
Available in
56
countries
Approximately
25,000
brands tracked across 40+ industries
Approximately
8 million
interviews each year
YouGov Profiles offers the largest, most detailed and real-time
portrait of consumer segments. It connects cross-sectional
data from members on demographics and lifestyle, brand
usage and perceptions, social media engagement, media
consumption, online and mobile behaviour all in one place,
combining that with attitudes and opinions to build consumer
portraits with unrivalled granularity.
Available in
49
countries
3 million
panel members
2.5 million +
data variables globally
FY23 operational highlights
Against a backdrop of shrinking budgets and great
uncertainty, our account management teams have been
successful in maintaining strong renewal rates in line
with prior years. This has enabled us to deliver a resilient
performance and is testament to how embedded our
products are in a clients’ marketing workflows.
While new subscription sales volumes were harder to
come by, our teams developed and sold several data
slices as an entry-level product into clients. The higher
price point of annual subscriptions makes it more
difficult for clients to justify spending in uncertain times.
By selling subsects of our data as of a fixed point in time,
clients can meet their research needs at a lower cost,
while also familiarising themselves with YouGov data
before making larger subscription decisions.
We have continued to develop our YouGov Safe offering
in terms of sample size, geographic expansion (adding
four new countries taking the total to nine countries),
and data-source list. This has led to a significant increase
in the number of monthly uploads, thereby enriching
our behavioural data more than ever before. Additionally,
we have made several UI product developments within
our YouGov Signal product, including a feature that
instantaneously summarises all social posts over the past
month into a concise summary using AI.
“YouGov BrandIndex let
us quickly, accurately
and objectively show the
positive brand impact
that our FIFA World Cup
advertising partners
obtained.”
Dan Urban
Vice President of Ad Sales Research, FOX Sports
Fox Sports
How Fox Sports proves ad effectiveness for FIFA World Cup
C H A L L E N G E
S O L U T I O N
R E S U L T
As the official US broadcaster
of the 2022 FIFA World
Cup, FOX Sports wanted an
accurate and objective way to
measure the positive impact
that partner brands obtained
from advertising during the
global event.
With over 15 advertisers
involved, FOX needed an
approach that was scalable,
fast, highly reliable and would
not involve fielding multiple
custom research surveys.
In addition, FOX wanted to
pinpoint brand lift specifically
among an audience of soccer
fans, instead of simply looking
at the broader US population.
Leveraging YouGov BrandIndex
data, the report quantified the
positive impact of advertising
during the 2022 FIFA World
Cup. Advertisers saw
significantly higher advertising
awareness and brand health
scores among viewers of
the FIFA World Cup when
compared back to non-viewers
during the event period.
With the success of the
FIFA World Cup study, FOX
Sports continued leveraging
BrandIndex for other ad
effectiveness measurement
projects, including Super Bowl
LVII between the Philadelphia
Eagles and Kansas City Chiefs.
As a subscriber to YouGov’s
BrandIndex platform, FOX was able
to access daily brand health tracking
data for its major advertising
partners. FOX’s subscription to
BrandIndex enables them to track
more than 2,000 brands in the
US, based on ongoing surveys to
YouGov’s proprietary panel of over
five million US consumers.
With support from YouGov’s
expert team, FOX developed a
methodology for an ad effectiveness
study that would measure brand
health for each partner prior to,
during and after the FIFA World
Cup. The research team were able
to focus specifically on advertising
awareness and brand health among
self-reported FIFA World Cup
viewers by applying audience filters
available in BrandIndex.
Thanks to YouGov’s always-on
tracking, the report could be
produced and delivered to FOX
just three days after the World Cup
concluded, without the cost of
fielding additional surveys.
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Our Divisions
continued
Data Services
YouGov’s Data Services division provides clients with fast-
turnaround survey services, charged on a rate-card basis.
• Survey services available in 59 countries with results in 24 –
48 hours in most territories
• Pricing based on number of questions and type of audience
required
• Highly trained researchers support clients in designing
survey questions in line with best practice
• Findings are delivered in YouGov Crunch, our online data
visualisation tool, allowing clients to analyse results and the
connected data on respondents with unrivalled granularity
Key services
YouGov RealTime Omnibus is our fast-turnaround, multi-client
omnibus survey service enabling clients to pose questions to
nationally representative or targeted audiences. RealTime is
underpinned by YouGov’s purpose-built technology and highly
engaged online panel, ensuring clients can build surveys,
watch live results and interpret robust, reliable data with ease.
The size and diversity of the YouGov panel has also enabled
us to extend our omnibus services to highly niche groups,
for example B2B, C-Suite Directors and Members of UK
Parliament. Our Targeted Field & Tab service uses the same
fast-turnaround tools to reach bespoke samples for individual
clients where they need a more targeted audience.
FY23 operational highlights
As discussed earlier in the report, clients are increasingly
investing in in-house research teams and tools to
conduct more standardised research in a more cost-
effective way, thereby lowering spend with external
suppliers. This fundamental shift combined with
inflationary pressures, has led to a decline in volumes of
fast-turnaround, tactical research.
Additionally, given the overlap and similarities in the
type of projects and research conducted by our Data
Services and Custom Research teams, we have moved
to consolidating our researchers in our largest markets
onto a “single bench” so that clients work seamlessly
with our teams for tactical, ad-hoc research and more
customised projects.
In order to increase cost efficiencies, we developed a
plan to migrate UK RealTime Omnibus and Field & Tab
projects to our CenX teams. Strong progress was made
during the year with about two-thirds of all projects
being delivered by our CenX-based teams since January
2023. In addition, we launched a separate CenX service
team to pick up specific tasks from UK Custom Research
projects, enabling our researchers to focus on the more
complex, added value elements of servicing our clients.
C A S E S T U D Y
“I’ve worked with lots
of different survey
vendors in the past
and had a difficult
experience. YouGov
was super easy to
work with, both in the
creation and execution
of the survey.”
Aimee Grove
Principal, Smitten Communications
JustAnswer
How Smitten Communications and JustAnswer generated 40+ press mentions with YouGov
RealTime Omnibus
C H A L L E N G E
S O L U T I O N
R E S U L T
US PR firm Smitten
Communications sought to
generate press for its client
JustAnswer, a platform that
connects people with experts
for professional advice online.
A growing brand with a strong
user base, JustAnswer wanted to
expand awareness of its platform
among consumers. Smitten
Communications suggested
JustAnswer run a survey about
one of its 150+ categories in
the hopes of results helping to
generate coverage in top-tier
media outlets.
YouGov’s quick-turnaround
and researcher support on
questionnaires allowed Smitten
Communications to develop a
10-question survey in the hopes
of delivering headline-grabbing
results.
The survey asked consumers their
opinions on two trending topics:
family drama during the holidays
and etiquette in confusing
situations – both divisive issues
that relationship and mental health
experts at JustAnswer can help
people navigate.
YouGov fielded the survey
immediately and returned results
within just a few days, together
with an analysis of key findings.
Smitten Communications then
packaged the results into a press
release, which YouGov researchers
helped to review for objectivity.
The results from their YouGov
Surveys work enabled Smitten
Communications to secure
45 unique media placements
for client JustAnswer, including
features in Huffington Post,
Newsweek, PureWow, and a
television feature that ran on
the local FOX affiliate in the
Bay Area, where JustAnswer
is headquartered, as well as
delivering a significant spike in
traffic to the site following the
coverage.
Following the success of the
project and the ease of working
alongside YouGov, Smitten
Communications plans to make
quick-turnaround consumer
surveys a more regular element
of its PR proposals and is already
ideating future projects with
YouGov.
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Our Divisions
continued
Custom Research
YouGov’s Custom Research division offers bespoke
quantitative and qualitative research services.
• Delivered by sector specialist teams that use industry-
specific knowledge to ensure clients receive a high-quality
end product
• Contracts tailored with clients to meet specific
requirements, such as custom samples, questions, duration
of project, etc.
• Services have been strategically repositioned to better align
with syndicated data so that custom projects can draw
upon and build on our living data
• Results are delivered in line with the client’s precise needs,
such as tailored presentation decks and purpose-built
dashboards
Key services
Our research experts provide full end-to-end service, including
sample framing, questionnaire design, analysis, presentations
and more. Our sector specialisms include consumer, financial
services, gaming & e-sports, media & technology, sports and
political & public sector. The division also includes teams
specialising in particular areas such as corporate reputation &
B2B, education, family & youth and qualitative research. The
division provides qualitative and quantitative research with an
increasing focus on multi-wave, multi-country custom tracking
projects that are contracted for the long term.
FY23 operational highlights
Our Custom Research offering continues to make strong
strides in expanding our relationships with clients,
particularly against a weaker economic backdrop.
Customised research makes up the majority of clients’
market research spend, and our teams have capitalised
on that using our connected data proposition. As
consumer behaviour shifts post-pandemic and amidst
the cost-of-living crisis, businesses are increasingly
looking to understand their target audiences to
maximise ROI on marketing spend.
Given YouGov’s strong presence in the technology
sector, the industry-wide reductions in staff in the latter
half of 2022 gave rise to some temporary disruption
to our momentum. As the technology giants adjusted
to their new structures, there was a pause by those
clients in commissioning research projects until the new
budgets and priorities were established. Additionally,
greater scrutiny on spend resulted in longer sales
cycles due to greater involvement of procurement
teams. However, momentum among technology clients
returned to normalised levels towards the end of FY
2023, underpinning our confidence for the next year.
Following the acquisition of LINK in December 2021,
the teams have seen strong growth in Custom Research
projects, particularly in the FMCG and Banking &
Insurance sectors. This has largely been driven by the
expertise and strong reputation of the business coupled
with our high-quality panel capabilities, resulting in
several new client wins.
C A S E S T U D Y
Edelman
“Using YouGov Profiles to
identify a target audience
that reflected diverse
stakeholder groups, we
delivered the first definitive
results that clearly
identified attitudes toward
hair shaming practices.”
How Edelman used YouGov Custom Research to analyse targeted insights for a hair advocacy
campaign in Thailand
C H A L L E N G E
S O L U T I O N
R E S U L T
In 2021, advertising agency
Edelman wanted to
understand attitudes towards
hair shaming practices
towards girls in schools in
Thailand, where traditional
government schools have
strict rules about girls’
haircuts. Despite recent rule
changes to increase inclusion
in schools, a desire for
personal expression among
girls had been increasingly
met with public punishment,
such as forced hair cutting.
As a new client of YouGov,
Edelman wanted to identify
the impact, perceptions, and
beliefs towards hair and hair
shaming practices across
generations with multiple
target audiences. The goal
was to create mediagenic
insights to inform a major
brand’s haircare marketing
approaches in a region with
conflicting stakeholder
expectations and little
existing data around hair
practices.
Any discussion of social
issues or traditional cultural
values is highly sensitive
in the market, and YouGov
was able to offer access to a
highly engaged community
of panel members in Thailand,
built from a relationship of
mutual trust and respect
nurtured over a decade.
Using YouGov Profiles to
define the target audience,
we identified a sample size of
800 covering all stakeholder
groups (women and girls
across Gen X, Gen Y, Gen Z,
and teachers). We take pride
in our unbiased and accurate
data collection, and we
worked closely with Edelman
and the haircare brand’s
marketing team to ensure the
right questions were posed
to analyse real perceptions
of a range of audiences. The
survey covered awareness
and attitude towards hair
shaming, experience with and
impact of the practice, and
desires for change.
Despite the challenges of identifying
accurate insights for a wide range of
stakeholders on a culturally sensitive
topic, YouGov delivered the first
concrete evidence of current attitudes
towards hair practices in Thailand.
The data revealed that 71% of young
women (19 – 24) felt that mandated
haircuts negatively impacted their self-
confidence, and over 40% of teachers
were unaware that the strictest rules
had been relaxed. This ultimately led to:
• a nation-wide solidarity campaign
to end mandated haircuts for young
women and girls, which resulted in
the Ministry of Education lifting its
restrictions on hairstyle rules in Thai
schools;
•
the haircare brand establishing a
fund with commitment to support
research and work with schools and
educators to build further awareness
of the issue; and
• a strong increase in the brand’s
performance scores in Thailand.
YouGov’s research was publicly named
in the campaign and featured at the
core of the press received.
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Our Strategy
P U B L I C P O R T A L
Ever-expanding encyclopedia of opinion,
with over 30,000 rated entities to be
explored, freely available to everyone
Benefits to the public
• Make their opinions heard
• Have a data source they can trust
• Receive benefits from their data held
by businesses
P u b l ic Portal
YouGov Platform
The
YouGov Platform
is powered by
three user groups
interacting as a virtuous
circle and providing
mutual benefit to
each other.
C
l
i
e
n
t
P
o
r
t
al
l
a
t
r
o
M e m ber P
C L I E N T P O R T A L
M E M B E R P O R T A L
Empowering clients to use our data and
targeted panel to fulfil their research needs,
either through self-service or with varying
degrees of expert support
Benefits to clients
• Make strategic and workflow decisions
based on high-quality connected data
• Better serve customers by wholly
understanding them
•
Improved return on marketing investment
Empowering panel members to express
themselves, share their data and
earn rewards
Benefits to members
• Superior member experience
•
Increased transparency and trust
• Ability to monetise their data for rewards
Our growth plan
A dual-pronged
go-to-market
strategy, coupled
with our constant
drive to innovate,
will ensure we
capitalise on the
opportunities in
our market.
Enterprise Sales
Delivering high-value, strategic insights to large national and multinational
organisations remains our greatest growth opportunity. Our researchers will be
experts in the use of the YouGov Platform and will be able to use its power to deliver
customised, multi-year, multi-country research projects and more complex ad-hoc
research depending on client needs.
Digital Sales
For more simpler client needs, we have enabled a digital path to purchase through
our new self-service research platform. Built for ease of use, clients can run quick
turnaround surveys themselves or with the help of low-touch support from our
CenX-based researchers. With a sales funnel that will be, primarily, driven by
marketing, the YouGov Platform has the ability to expand the use of market research
into non-traditional users.
Greenfield Opportunities
Our digital business model enables us to address emerging client needs and
develop new, innovative products on top of the existing research engine. Combining
behavioural data sources, such as streaming history, purchasing behaviour and
banking data, with our existing attitudinal and opinion data and media consumption
can unlock new revenue streams in the future.
Significant potential to grow existing business remain untapped
N E W C L I E N T S
Increase penetration
with brands, particularly
in the US
E X I S T I N G C L I E N T S
Grow the number of
subscriptions
Grow the number of
new subscribers
Grow in under-
penetrated sectors and
industries adjacent to
established sectors
Target longer term,
strategic tracking
projects
Shift fast turnaround
research onto self-serve
platform
34
YouGov plc Annual Report & Accounts 2023
35
Becoming the universal infrastructure of trusted data sharing is key to our ambition. We have developed the YouGov Platform, our self-service research system, to achieve that ambition. YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT
Strategy in Action
C A S E S T U D Y
Enterprise Sales
expand the share of
wallet with large
multi-national
corporations
The challenge
To understand the impact of the
client’s marketing spend and
its effectiveness in influencing
consumer opinion and behaviour
The solution
Designed a bespoke brand equity
tracker that targets the client’s niche
current and future target audience
The results
Delivered a significant expansion of
our client relation and become the
main supplier of market research for
the client
How our teams are collaborating to expand
the share of wallet with large multi-national
corporations using our rich data set as the
key differentiator
Business challenge
A leading luxury goods manufacturer that spends a significant amount of its marketing budget on
event sponsorships was looking to better understand whether its marketing investment was having
the desired impact on brand perception. Additionally, the company wanted to run regular ad-hoc
research to niche audiences around a variety of topics from social media interactions to in-store
experiences. The in-house marketing team was familiar with YouGov data through their sponsorships
relationship but was looking to replace their existing research provider in order to target audiences
in a more granular fashion.
Our approach
The existing YouGov client service team had built a strong reputation with the client for providing
high-quality data, at speed and scale. The teams saw an opportunity to expand the relationship
from its historic revenue source into more customised brand tracking. With the help of our expert
researchers and rich profiling data, we were quickly able to demonstrate our ability to deliver
research across niche audiences, globally. Our ultimate client, the Chief Marketing Officer, had built
a highly proficient in-house market research team and, therefore, valued accuracy and speed over
consulting and insights.
The results
YouGov was the sole company considered for the project given its reputation and strong existing
relationship. Our teams designed a multi-wave, multi-country brand tracker that helps the client
understand its customer experience more thoroughly. The data delivered through this research
programme will ultimately guide the company’s long-term strategic plan around brand equity and
future target market. Following the completion of the initial 12-month contract, the company has
recommissioned the tracker in July 2023 at more frequent intervals and in additional countries.
Additionally, the client has committed to regular weekly ad-hoc research, which it uses to inform its
bespoke audience segmentation.
Success metrics
31
country brand tracker
+200%
YOY revenue growth
36
37
Enterprise Sales How our teams are collaborating to expand the share of wallet with large multi-national corporations using our rich data set as the key differentiatorYouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Key Performance Indicators
Financial KPIs
Revenue
Adjusted operating profit
and margin1
Adjusted earnings per share1
Operating cash generation
12-month panel retention
Number of clients and average
revenue per client
Operational KPIs
17%
33%
£258.3m
(2022: £221.1m)
£48.3m
(2022: £36.3m)
71%
40.5p
(2022: 23.7p)
.
m
3
8
5
2
£
m
1
.
1
2
2
£
.
m
0
9
6
1
£
m
4
.
2
5
1
£
.
m
5
6
3
1
£
.
m
3
8
4
£
18.7
.
m
3
6
3
£
16.4
.
m
5
5
2
£
15.1
m
8
.
1
2
£
14.3
.
m
5
8
1
£
13.5
.
p
5
0
4
p
7
.
1
2
p
7
.
3
2
p
1
.
8
1
p
0
5
1
.
£69.0m
(2022: £69.7m)
59%
(2022: 63%)
4,352
(2022: 4,066)
m
7
.
9
6
£
.
m
0
9
6
£
%
7
6
%
9
6
%
2
6
%
3
6
%
9
5
m
1
.
5
4
£
.
m
8
0
3
£
m
3
.
1
3
£
59
2
5
3
4
,
6
6
0
4
,
54
7
4
5
3
,
48
1
3
2
,
3
47
4
1
0
3
,
45
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
Adjusted operating profit
Adjusted operating profit margin %
Number of clients
Average revenue per client £’000
Definition
Definition
Definition
Definition
Definition
Definition
Revenue is recognised in accordance
with IFRS 15, to depict the transfer
of promised goods or services to
customers in an amount that reflects the
consideration to which the entity expects
to be entitled in exchange for those
goods or services
Operating profit excluding separately
reported items, such as acquisition-
related costs. Adjusted operating profit
margin1 is expressed as a percentage of
revenue
Adjusted profit after tax attributable to
owners of the parent1 divided by the
weighted average number of shares
Profit before tax adjusted for finance
income/costs, deferred consideration,
non-cash items and change in
working capital
Proportion of panellists who were active
12 months prior to the month cited who
are still active in the month cited
Number of clients that provided revenue.
Average revenue per client is revenue
for the period divided by the number
of clients
Performance
Performance
Performance
Performance
Performance
Performance
Quantifies the revenue generated from
our operations to ensure we are growing
our business
Monitors our operating cost levels
to ensure we are benefitting
from operational leverage as our
business grows
Measures our ability to generate
shareholder returns from our operations
Indicates the level of cash generated
from the ongoing commercial activities
of the business
Measures the health of the panel by
quantifying how well we are retaining
engaged users
Monitors the ability of our sales team to
bring in new clients while continuing to
up-sell and cross-sell to existing clients
Target
Target
Target
Target
Target
Target
Double Group revenue between 2019
and 2023
Double Group adjusted operating
margin1 between 2019 and 2023
Achieve an adjusted EPS1 CAGR in excess
of 30% for the period 2019-23
Generate sufficient cash from operations
to continue to fund our organic
growth plans
Maintain high panel retention to allow us
to re-contact panellists and augment our
connected dataset over a long period
of time
Ensure we are growing our client base
and increasing revenue generated
per client
1 Defined in the explanation of non-IFRS measures on page 46.
38
39
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Chief Finance
Officer’s Review
“This is a strong
performance in the
context of difficult
macroeconomic
conditions and a
decelerating market.”
Alex McIntosh
Chief Finance Officer
The Group has delivered a
strong performance in the
12 months to 31 July 2023,
the final year of FYP2, which
ran from FY19 to FY23. The
business has demonstrated its
ability to consistently deliver
growth ahead of the market,
with industry body ESOMAR
estimating that the established
research segment grew
5% in 2022, down from 9%
in 2021.
Group revenue was up 17% in reported terms to £258.3m
during the period (9% up on an underlying1 basis), while
adjusted operating profit1 increased by 33% on the prior
financial year to £48.3m. This is a strong performance
particularly in the context of difficult macroeconomic
conditions and in a market that has decelerated following
the initial post-pandemic recovery period. Our track record
of growth was recognised in the recent ESOMAR list of top
20 Established Market Research firms, globally, and we were
pleased to be ranked as the third fastest-growing company
in the list.
Adjusted operating margins
Gross margins increased slightly to 86% (FY22: 85%), on
the back of operational leverage and a concerted focus on
maximising higher margin on-panel research.
Group operating costs (excluding separately reported items)
of £172.6m (FY22: £151.1m) increased by 14% in reported terms.
Adjusted operating profit1 increased by 33% to £48.3m on a
reported basis (23% on an underlying1 basis), representing
an improvement in the adjusted operating margin to 18.7%
(FY22: 16.4%), as a result of disciplined cost management
and operational gearing following a sustained period of
investment in the business. The Group’s statutory operating
profit increased to £44.4m (FY22: £30.0m), after charging other
separately reported items of £3.9m (FY22: £6.3m).
1 Defined in the explanation of non-IFRS measures on page 46.
40
Performance by division
YouGov’s lines of business fall into three divisions: Data
Products, Data Services and Custom Research.
Data Products
Our syndicated data products suite includes YouGov
BrandIndex and YouGov Profiles as well as newer behavioural
and transactional data products.
Performance in the Data Products division in H2 FY23 was
consistent with the first half on an underlying1 basis, as stronger
performance in the UK and Mainland Europe was offset by
slower growth in the US. Throughout the year, our sales teams
have maintained strong renewal rates; however, lower uptake
of new subscriptions has resulted in slower growth in the year.
Revenue from Data Products increased by 16% (10% growth
in underlying1 terms) in the period. The adjusted operating
profit1 from Data Products increased by 33% to £36.0m on the
back of higher operational leverage from syndicated products,
resulting in a 560bps improvement in the adjusted operating
margin1 to 42% (FY22: 36%).
Geographically, the US remains the largest Data Products
market and grew by 16% in the period (7% from the underlying1
business), while the second largest market, the UK, delivered
20% underlying1 growth in the period.
Data Services
Our Data Services division consists of our fast-turnaround
research services, including our YouGov RealTime
Omnibus service.
As highlighted previously, and seen across the industry,
demand for fast-turnaround research has been more muted
over the past year as client research budgets have come under
pressure. Revenue decreased by 6% in reported and 8% in
underlying1 terms to £47.8m, with media agencies and the retail
sector seeing the largest declines. Performance in Mainland
Europe was particularly impacted, as geopolitical conflicts
and poor sentiment led to lower tactical PR work, while
performance in the UK was largely flat.
As a result of the division’s lower revenue performance,
adjusted operating profit1 decreased 3% over the prior year to
£7.5m and the margin expanded slightly from 15% to 16%, as
the division reaped cost benefits from the shift of operational
delivery of standardised research projects into the CenX.
Custom Research
Our Custom Research division includes tailored research
projects and tracking studies.
During the period, the division’s revenue grew by 27% in
reported terms to £121.8m, with growth seen across all regions.
On an underlying1 basis, revenue growth was 17%, driven by
Mainland Europe on the back of major client wins, and good
performance in the UK, particularly in the sports and financial
services sectors. The US continued to perform well, delivering
low double-digit growth on an underlying basis1, albeit
impacted by the slowdown in the technology sector.
The adjusted operating profit1 increased by 31% to £27.5m and
the adjusted operating margin expanded to 23% (FY22: 22%),
including a full year dilutive impact from the LINK acquisition,
as the focus on project profitability continues.
Revenue
Data Products
Data Services
Custom Research
Intra-Group and Central revenues
Group
Adjusted Operating Profit1
Data Products
Data Services
Custom Research
Central items
Group
Defined in the explanation of non-IFRS measures on page 46.
Year to
31 July 2023
£m
85.9
47.8
121.8
2.8
Year to
31 July 2022
£m
74.1
50.7
95.6
0.7
258.3
221.1
Revenue
growth
%
16%
(6%)
27%
–
17%
Underlying1
revenue
change %
10%
(8%)
17%
–
9%
Adjusted Operating Margin %
Year to
31 July 2023
£m
36.0
7.5
27.5
(22.7)
Year to
31 July 2022
£m
27.0
7.7
21.0
(19.4)
Adjusted
Operating
Profit growth
%
33%
(3%)
31%
-
Year to
31 July 2023
42%
16%
23%
-
Year to
31 July 2022
36%
15%
22%
-
48.3
36.3
33%
19%
16%
41
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT
Chief Finance Officer’s Review
continued
Performance by geography
YouGov’s geographic footprint spans the UK, Mainland Europe, the Americas, Asia Pacific and the Middle East.
Revenue
UK
Americas
Mainland Europe
Middle East
Asia Pacific
Intra-Group revenues
Group
Adjusted operating profit1
UK
Americas
Mainland Europe
Middle East
Asia Pacific
Central items
Group
Year to
31 July 2023
£m
65.6
116.4
58.2
8.8
23.5
(14.2)
Year to
31 July 2022
£m
57.9
99.5
45.7
6.2
20.8
(9.0)
258.3
221.1
Revenue
growth
%
13%
17%
27%
42%
13%
–
17%
Underlying1
revenue
change %
13%
8%
14%
32%
12%
–
9%
Year to
31 July 2023
£m
19.5
41.1
4.8
2.5
3.6
(23.2)
Year to
31 July 2022
£m
17.8
32.1
3.3
1.7
1.8
(20.4)
Operating
Profit growth
%
10%
28%
45%
47%
100%
-
Operating Margin %
Year to
31 July 2023
30%
35%
8%
28%
15%
-
Year to
31 July 2022
31%
32%
7%
27%
9%
-
48.3
36.3
33%
19%
16%
Panel development by geography
We continued to invest in our panel to ensure we are able to meet our clients’ research needs and to deliver nationally
representative samples in our newer markets. As at 31 July 2023, the total number of registered panellists had increased by 15% to
25.65 million, compared to 22.25 million as at 31 July 2022, as set out in the table below.
Revenue
UK
Americas
Mainland Europe
MENA
Asia Pacific
Total
1 Defined in the explanation of non-IFRS measures on page 46.
Panel size at
31 July 2023
millions
2.88
9.28
5.88
3.07
4.54
Panel size at
31 July 2022
millions
2.67
8.05
4.93
2.76
3.85
Change %
8%
15%
19%
11%
18%
25.65
22.25
15%
Group financial performance
Amortisation of intangible assets
In the 12 months to 31 July 2023, amortisation charges
for intangible assets of £21.0m were £0.6m higher than
the previous year. The increase in the amortisation of our
panel assets was limited, growing £0.6m to £10.5m, as the
accelerated amortisation of some of our newer panels has
stabilised following the initial investment in FY21. Amortisation
of software increased by £0.2m to £9.3m. £7.9m (FY22: £7.7m)
of the total software development charge related to assets
created through the Group’s own internal development
activities, £1.2m (FY22: £0.8m) related to separately acquired
assets and £0.2m (FY22: £0.5m) was for amortisation on assets
acquired through business combinations.
Separately reported items
Acquisition-related costs in the year of £5.0m includes
£4.8m of costs in relation to the planned acquisition of
GfK CPB of which £0.4m relates to bridge debt facility fees
and the remaining £4.4m of fees relates to professional
advisory services from banks, lawyers and accountants.
There has also been a net £1.1m release of previously accrued
contingent consideration treated as staff costs in respect of
the acquisitions of Portent.io Limited, Charlton Insights Inc.,
YouGov Finance Limited (formerly Lean App Limited) and
Faster Horses Pty Limited. The release of the accrual was,
primarily, in relation to Faster Horses where the earn-out
performance has not been as strong as initially expected.
Acquisition-related costs in the comparative period comprise
£5.2m contingent consideration treated as staff costs in
respect of the acquisitions of Portent.io Limited, Charlton
Insights Inc., YouGov Finance Limited (formerly Lean App
Limited) and Faster Horses Pty Limited and £1.1m of transaction
costs in respect of newly acquired entities.
Reconciliation of adjusted operating profit to
adjusted profit after tax and earnings per share
Adjusted profit before tax1 of £56.4m was an increase of 63%
versus the prior year, well ahead of adjusted operating profit
growth, as the prior year was impacted by foreign exchange
losses related to intercompany loans. The adjusted tax rate1
decreased from 24% in FY22 to 21% in the period. Statutory
profit before tax of £44.7m was reported compared to £25.3m
in the year ended 31 July 2022, an increase of 77%.
During the period adjusted earnings per share1 grew by 71%
from 23.7p to 40.5p, and statutory earnings per share increased
from 15.7p to 31.5p.
Adjusted operating profit1
Share-based payments
Imputed interest
Net finance income / (expense)
Adjusted profit before tax1
Adjusted taxation1
Adjusted profit after tax1
Adjusted earnings per share (pence)1
2 Defined in the explanation of non-IFRS measures on page 46.
31 July
2023
£m
48.3
7.6
0.2
0.3
56.4
(12.1)
44.3
40.5p
31 July
2022
£m
36.3
2.9
0.1
(4.6)
34.7
(8.4)
26.3
23.7p
42
43
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Chief Finance Officer’s Review
continued
Cash flow and capital expenditure
The Group generated £69.0m (FY22: £69.7m) in cash from operations (before paying interest and tax), including a £4.2m
outflow (FY22: £6.6m inflow) from net working capital and a £2.3m payment for deferred consideration; the cash conversion rate
(percentage of adjusted EBITDA1 converted to cash) decreased from 113% to 93% of adjusted EBITDA1. Taxation payments for the
year totalled £9.3m (FY22: £6.9m).
The Group invested £7.8m (FY22: £6.9m) in the continuing development of our technology platform internally and £1.2m
(FY22: £1.1m) was invested on separately-acquired software tools. Investment in panel recruitment was largely in line with last year
at £7.3m (FY22: £8.0m) as we look to utilise more cost-effective recruitment methods. In addition, £1.1m (FY22: £1.5m) was spent on
the purchase of property, plant and equipment, resulting in a total investment in fixed assets of £17.4m (FY22: £17.5m).
Total expenditure on intangible assets and property, plant and equipment is shown below:
Software development
Panel recruitment
Total expenditure on intangible assets
Purchase of property, plant and equipment
Total capital expenditure
31 July 2023
£m
9.0
7.3
16.3
1.1
17.4
31 July 2022
£m
8.0
8.0
16.0
1.5
17.5
Net inflow from financing activities includes £49.8m proceeds from the equity placing in relation to the proposed acquisition of
GfK CPB, the dividend payment of £7.7m (FY22: £6.7m) and the purchase of treasury shares for £9.8m to satisfy future employee
share option exercises (FY22: £9.9m). The £20.0m revolving facility remained undrawn during the year and was cancelled in July
2023. As a result, net cash balances at the year-end increased by £69.8m to £107.2m.
3 Defined in the explanation of non-IFRS measures on page 46.
Currency
The Group’s results were impacted by the net depreciation of
UK Sterling, as its average exchange rate was 9% lower against
the US Dollar in this period against the prior period. Movement
against the Euro was 3% lower compared to 31 July 2022.
The net impact of foreign exchange on the Group’s adjusted
operating profit1 was an increase of £3.2m compared to
calculation in constant currency terms.
Balance sheet
As at 31 July 2023, total shareholders’ funds increased from
£125.3m to £196.4m. Net assets increased from £125.0m to
£196.2m, with a minority interest of £0.2m accounting for the
difference. Net current assets increased from £4.5m to £74.1m.
Current assets increased from £95.0m to £165.2m, mainly due
to the increased cash balance in relation to the aforementioned
equity placing. The group’s current liabilities balance was
similar to the prior year. Non-current liabilities decreased by
£7.5m to £17.0m, mainly due to a decrease of £3.9m in deferred
tax liabilities, and £2.4m in contingent consideration.
Proposed dividend
The Board is recommending the payment of a final
dividend of 8.75p per share for the year ended 31 July 2023.
If shareholders approve the dividend at the AGM (scheduled
for 7 December 2023), it will be paid on Monday 11 December
2023 to all shareholders who were on the Register of Members
at close of business on Friday 1 December 2023.
Alex McIntosh
Chief Finance Officer
10 October 2023
44
45
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Explanation of non-IFRS measures
Financial measure
How we define it
Why we use it
Reconciliation of non-IFRS measures
Separately reported
items
Items that, in the Directors’ judgement, are one-off or need
to be disclosed separately by virtue of their size or incidence
Adjusted operating
profit
Operating profit excluding separately reported items
Adjusted operating
profit margin
Adjusted operating profit expressed as a percentage of
revenue
Adjusted EBITDA
Adjusted operating profit before depreciation and
amortisation
Adjusted profit before
tax
Profit before tax before share-based payment charges,
social taxes on share-based payments, imputed interest and
separately reported items
Underlying growth
Adjusted taxation
Adjusted tax rate
Growth in business excluding impact of current and prior
period acquisitions and business closures, and movement
in exchange rates (i.e. current year performance calculated
with exchange rates held constant at prior year rates).
Taxation due on the adjusted profit before tax, thus
excluding the tax effect of exceptional items
Adjusted taxation expressed as a percentage of adjusted
profit before tax
Adjusted profit after tax
Adjusted profit before tax less adjusted taxation
Adjusted profit after tax
attributable to owners
of the parent
Adjusted basic earnings
per share
Adjusted profit after tax less profit attributable to non-
controlling interests
Adjusted profit after tax attributable to owners of the parent
divided by the weighted average number of shares; adjusted
diluted earnings per share includes the impact of dilutive
share options
Constant currency
revenue change
Current year revenue compared to prior year revenue
in local currency translated at the current year average
exchange rates
Cash conversion
The ratio of cash generated from operations to
adjusted EBITDA
Compound annual
growth rate (CAGR)
The annualised average rate of growth between two given
years, assuming growth takes place at a cumulative rate
Provides a more comparable
basis to assess the year-to-
year operational business
performance
Provides a more comparable
basis to assess the underlying
tax rate
Facilitates performance
evaluation, individually and
relative to other companies
Shows the underlying revenue
change by eliminating the
impact of foreign exchange rate
movements
Indicates the extent to which the
business generates cash from
adjusted operating profits
Indicates the mean annual
growth rate for a specified period
of time longer than one year
Revenue reconciliation
Revenue
FX impact
Acquisitions
Underlying revenue
Operating profit reconciliation
Statutory Operating Profit
Acquisition-related costs
Adjusted Operating Profit
FX impact
Acquisitions
Underlying1 operating profit
Adjusted EBITDA1 reconciliation
Adjusted Operating Profit
Depreciation
Amortisation
Adjusted EBITDA
1 Defined in the explanation of non-IFRS measures on page 46.
Year to
31 July 2023
£m
258.3
–
(20.3)
238.1
Year to
31 July 2023
£m
44.4
3.9
48.3
–
1.1
49.4
Year to
31 July 2023
£m
48.3
4.3
21.0
73.6
Year to
31 July 2022
£m
221.1
11.1
(12.9)
219.3
Year to
31 July 2022
£m
30.0
6.3
36.3
3.2
0.8
40.3
Year to
31 July 2022
£m
36.3
4.9
20.4
Change %
17%
–
–
9%
Change %
48%
(38%)
33%
–
38%
23%
Change %
33%
(12%)
3%
61.6
19%
46
47
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT S172 Statement
Under S172(1) of the Companies Act 2006 (“S172”), the
Directors of YouGov plc (the “Company”) are obligated to act
in the way they consider would be most likely to promote the
success of the Company for the benefit of its members as a
whole (its stakeholders including shareholders).
In doing so, the Directors must have regard (among other
matters) to:
a. the likely consequences of any decision in the long term;
b. the interests of the Company’s employees;
B O A R D I N F O R M A T I O N
• Directors receive training on their duties to ensure
their awareness of their responsibilities
•
Information provided in Board papers, which takes
into consideration the views of stakeholders
• Template Board papers nudge the writers to
consider stakeholder interests
c. the need to foster the Company’s business relationships
• Presentations to the Board by internal and external
with suppliers, customers and others;
subject matter experts and advisors
d. the impact of the Company’s operations on the community
• The Board is given the opportunity to meet with
key stakeholders, such as employees, clients, and
shareholders during the year. This takes place during
events such as the Board’s strategy meetings and
the AGM
B O A R D S T R A T E G I C D I S C U S S I O N
• Board satisfaction that information provided is of
sufficient quality to aid its decision-making; seeking
assurance if required
• Board consideration of S172 factors in strategic
discussions, such as the long-term implication
of decisions on the business and the impact on
stakeholders
and the environment;
e. the desirability of the Company maintaining a reputation for
high standards of business conduct; and
f. the need to act fairly as between shareholders of the
Company.
YouGov’s governance framework is conducive to Board-level
decisions being made with stakeholder interests, and the
longer-term impact, in mind.
On the following page are examples of how the Board
of Directors considered matters and reached decisions,
demonstrating how they have had regard for S172 when
discharging their duties this year.
The list below sets out who the Board has identified as its
key stakeholders and information on how the Company
engages with these stakeholders can be found throughout the
Annual Report.
• Panel members (for more on our panel engagement,
see page 60)
• Employees (for more on our employee engagement,
see page 65)
• Community (for more on our community engagement,
see page 62)
• Environment (for more on our environmental policy,
see page 54)
• Clients (for more on our client offering, see page 24)
• Suppliers and partners (For more on our supplier and
partner engagement, see page 66)
• Shareholders (For more on our engagement with
B O A R D D E C I S I O N
shareholders, see page 90)
• Media (For more on our media mentions, see page 25)
• Board decisions communicated to internal and
external stakeholders
• Actions taken to implement the Board’s decisions
Planned acquisition of the GfK’s
Consumer Panel Business
Launch of new strategic
growth plan
Task Force on Climate-Related
Financial Disclosures (“TCFD”)
Stakeholders
Stakeholders
Stakeholders
S172 considerations
S172 considerations
S172 considerations
• The likely consequences of any decision in
• The likely consequences of any
• The likely consequences of any decision in
the long term
decision in the long term
the long term
• The interests of the Company’s employees
• The interests of the Company’s
• The need to foster the Company’s business
relationships with suppliers, customers
and others
Matter for discussion
The Board needed to consider whether the
acquisition of GfK’s Consumer Panel Business
would be aligned with YouGov’s long-term
strategy, which was developed in 2023,
whether the acquisition would be a good
investment, and how it would be funded.
How the Board considered S172
The Board discussed the strategic and
financial rationale behind the acquisition. It
was felt that acquiring the business would
significantly enhance the customer value
proposition, and present an opportunity to
enhance YouGov’s US offering, ultimately
leading to improved financial performance.
The Board noted strong cultural alignment
between the two organisations given the
Consumer Panel Business’ rigorous approach
to data, their use of data from highly engaged
panels, and their deployment of technology to
deliver rich data and insights.
Consideration was given to the benefits and
impacts of funding the acquisition through
cash, debt and/or an equity raise.
Outcomes and actions
The Board agreed that the Consumer Panel
Business would extend the Company’s
offering into the CPG sector, with its high
intensity users of consumer research, and
would provide an opportunity to significantly
enhance the Group’s offering to US clients.
The Consumer Panel Business will strengthen
the Group’s customer value proposition and
adds highly engaged panellists in Europe,
complementary capabilities, and longstanding
relationships with blue chip clients, helping to
accelerate the Group’s strategic vision.
Key
employees
• The need to foster the
Company’s business
relationships with suppliers,
customers and others
• The desirability of the Company
maintaining a reputation for high
standards of business conduct
Matter for discussion
As the Company’s second long-term
strategic growth plan (“FYP2”) was
set for completion on 31 July 2023,
the Board needed to consider the
development of a new long-term
strategic growth plan.
How the Board considered
S172
During the year, the Board held
two strategy days, in New York and
Zurich, providing opportunities for
the Directors to meet with key clients,
advisors and senior management
to hear their views on the current
challenges facing our industry. The
meetings also provided opportunity
for the Board to discuss the merits
of different strategic priorities and
the viability of financial targets. While
the Board was in agreement that
the overall strategic direction of the
Company should remain unchanged,
different solutions were explored that
could be delivered by the Company
in line with that direction. The Board
considered the development of new
tools and service models that reach
across client needs, and operational
models to operationalise data and
insights.
Outcomes and actions
The Company hosted a Capital
Markets Day on 17 May 2023 in
which it set out the new Strategic
Plan, which focuses on three key
areas – Enterprise Sales, Digital
Sales and Greenfield Opportunities.
Financial targets for the new
strategic plan remain ambitious, with
the aim of achieving medium-term
revenues of £500m and a medium-
term adjusted operating profit
margin of 25%.
• The impact of the Company’s operations
on the community and the environment
• The desirability of the Company
maintaining a reputation for high standards
of business conduct
Matter for discussion
As FY23 was the first year that YouGov was
required to make a TCFD disclosure, the Board
needed to consider how best to approach
our emissions calculations, climate scenario
analysis, and relevant reporting to maintain
a proactive and transparent approach to
YouGov’s environmental impact.
How the Board considered S172
During an ESG Deep Dive presentation to
the March 2023 Board Meeting, Corporate
Secretariat presented a recommended
process for meeting TCFD requirements that
had been developed with the support of
external sustainability consultants. The Deep
Dive also included an education section on
carbon neutrality and net zero, and discussion
of how legislative mandates, industry
standards, and stakeholder expectations
should be considered in YouGov’s reporting.
It was felt that the recommendation aligned
with the Company values, particularly to ‘be
fast’ and ‘get it right’, and that by completing
a full TCFD disclosure (rather than rely on the
leeway of a ‘comply or explain’ approach),
YouGov had the opportunity to be an
industry leader.
One of the primary TCFD recommendations
refers to Board oversight and management of
climate risks and opportunities. In reviewing
the suggested approach, the Board had to
consider potential risks to reputation should
YouGov fail to be transparent about emissions
and targets.
Outcomes and actions
The Board agreed that the completion of
a full and comprehensive TCFD disclosure,
including the preparation of a climate risk
register and commitments to developing
near-term net zero targets, would build trust in
the Company’s environmental approach and
help the Company prepare for more rigorous
regulations and increasing stakeholder
expectations in the future. With the support
of YouGov’s sustainability consultants and
oversight from the Board, the Company has
included its first TCFD disclosure in this report.
Clients
Suppliers and partners
Shareholders
Media
Panel members
Employees
Community
Environment
48
49
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT
ESG Report
In this, our fourth annual
ESG Report, we explain how
ESG factors run through the
core of what we do.
1 Copyright © 2023 Morningstar Sustainalytics. All rights reserved.
This publication contains information developed by Sustainalytics
(www.sustainalytics.com). Such information and data are proprietary
of Sustainalytics and/or its third party suppliers (Third Party Data) and
are provided for informational purposes only. They do not constitute
an endorsement of any product or project, nor an investment advice
and are not warranted to be complete, timely, accurate or suitable
for a particular purpose. Their use is subject to conditions available
at https://www.sustainalytics.com/legal-disclaimers
50
YouGov plc Annual Report & Accounts 2023
Introduction to the importance of ESG
to YouGov
YouGov’s business is underpinned by socially responsible
practices and driven by an ethos of transparency and trust.
ESG is an extension of our company values (see page 02)
and the Board sees ESG as key to a successful strategy for
the business. The purpose of our ESG strategy is to champion
sustainable, ethical and responsible business practices in every
aspect of our operations.
Our values
Our company values reflect the ethos that drives YouGov
forward, supporting our reputation for delivering excellence.
They are embedded in our culture and help us cultivate an
environment in which all employees can thrive and make
important contributions. These values are codified in our
Global Code of Conduct & Ethics, along with expectations for
staff to exercise high professional, ethical and moral standards.
Company highlights
In FY23, we delivered on our second ESG Roadmap and
developed a long-term strategic approach. We have taken
a proactive approach in aligning with appropriate reporting
frameworks, and this report contains our first Task Force
on Climate-Related Financial Disclosures (TCFD) report
(pages 54 to 59) and Sustainability Accounting Standards
Board (SASB) disclosure table (page 199). We continue to
evolve our ESG metrics and in FY23, ESG objectives were
incorporated into the Executive Directors’ annual bonus plan
(as disclosed on page 105).
Our progress is reflected in our updated ESG ratings.
In April 2023, YouGov plc achieved an MSCI rating of AA.
As of March 2023, YouGov plc received an ESG Risk Rating
of 17.9 from Morningstar Sustainalytics and was assessed
to be at Low Risk of experiencing material financial impacts
from ESG factors. In no event shall these ratings be construed
as investment advice or expert opinion as defined by the
applicable legislation1.
We intend to supplement this section of the Annual
Report with the publication of our first stand-alone
ESG Report in 2024.
CEO introduction
In my initial months as CEO, I am impressed with the
strength of the company culture. All employees are
encouraged to take an active role in achieving YouGov’s
vision. From enhancing the panel experience to developing
new products, the strong collaboration between individuals
and teams, YouGovers exhibit a collective respect for our
shared values and the company vision. A flexible approach
to working supports the maintaining of a diverse global
workforce, and our People team is dedicated to engaging
employees equally, wherever they are based.
Our values also inform our ESG strategy, encouraging us to
take a thoughtful, proactive, and progressive approach to
our commitments. I am eager to build on the momentum
of the previous two roadmaps, and ESG remains
fundamental to our vision of success. Just as YouGov is an
industry leader in data innovation and accuracy, we strive
for the Company to be a leader in ESG as well.
Our commitment to the UN Sustainable
Development Goals (“SDGs”)
To inform our ESG approach, we focus on areas where YouGov
can add the most value. Having identified five SDGs that are
materially relevant to our business, we have integrated the
criteria into our ESG Roadmap. We intend to sign the UN Global
Compact in FY24 to formalise our commitment to the SDGs.
Supporting our clients with their ESG agendas
C H A L L E N G E
S O L U T I O N
R E S U L T S
To identify tenant satisfaction
needs and create a
communication channel between
residential and commercial
tenants, property owners,
and property management
companies which could result in
tangible changes.
Two custom research
questionnaires running
continuously over four years
to identify residential and
commercial tenant needs,
expectations, and concerns, with
data feeding into a benchmarking
report and dashboard for
analysing portfolios, responding
to tenant comments, and setting
actions.
The Global Real Estate
Sustainability Benchmark study
created transparency between
property owners and managers,
incentivised measurable actions
based on unique access to
tenant input, and empowered
tenants to ask for improvements
to increase their satisfaction.
Related SDGs:
51
YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT ESG Report
continued
Update on ESG Roadmap 2: Priority actions completed in FY23
Environmental Strategy
Social Strategy
Governance Strategy
• Calculated our first global
carbon footprint, supporting
the publication of our first TCFD
disclosure and our preparation
for an anticipated International
Sustainability Standards Board
(ISSB) disclosure mandate
• Submitted a commitment letter
to the Science-Based Targets
initiative (SBTi) to present both
near- and long-term net-zero
targets for verification within
two years
• Updated our Group Business
Travel Policy to incorporate
sustainability considerations
• Achieved three new SUPER
certifications for single-use
plastic reduction in the Bucharest,
Cologne, and Dubai offices (in
addition to London)
• Developed a Public Data Factsheet
to quantify and communicate the
social value of our unique public
data offering
• Formalised YouGov’s approach to
charitable donations and support
for employee volunteering efforts
through the new Group Charitable
Giving & Volunteering Policy
• Engaged with panel members
in key markets to identify
improvements for accessibility and
inclusion in panel experience
• Completed our first ESG
materiality assessment to better
understand the perception of
YouGov’s ESG priorities by key
stakeholder groups
•
Incorporated ESG questions into
our Supplier Approval Process,
including voluntary disclosure of
diverse ownership data
• Defined a standard procurement
process based on compliant, fair,
and transparent principles in a new
Group Procurement Policy
• Produced our first annual
• Formalised commitment to
Workforce Diversity Report (more
on page 64)
•
Implemented career development
programmes to encourage internal
progression: YouLead (for aspiring
leaders) and YouManage (for new
line managers)
protecting human rights and
championing fair labour practices,
including in our supply chain,
in the new Group Human
Rights Policy
• Delivered quarterly ESG updates to
senior management to ensure ESG
is championed from the top down
ESG Roadmap 3
Our prior two ESG Roadmaps contained short-term objectives designed to build a robust foundation for sustainable, ethical, and
responsible business practices. With these initial objectives completed, and with the results of our first ESG materiality assessment
to guide our approach, we are positioned to invest in long-term objectives. Our next ESG Roadmap will cover a three-year period
and sets objectives under each ESG area for each financial year (FY24–FY26).
See below for some examples of our ESG Roadmap commitments for FY24–FY26.
Environmental
Phase 1 (FY24)
Phase 2 (FY25)
Phase 3 (FY26)
Objective
Action
Social
Objective
Action
Define and implement our approach to carbon offsets to achieve carbon neutrality
Set a carbon offset budget
and research appropriate and
verified carbon offsets
Begin purchase of appropriate
and verified carbon offsets
Purchase carbon offsets
based on Scope 1, 2 and 3
emissions
Phase 1 (FY24)
Phase 2 (FY25)
Phase 3 (FY26)
Expand our living wage commitment
Complete UN Global
Compact Living Wage
Analysis and update ESG
Roadmap accordingly
Develop action plan to apply
a living wage rate to global
markets
Ensure all staff are paid a
living wage
Governance
Phase 1 (FY24)
Phase 2 (FY25)
Phase 3 (FY26)
Objective
Action
Evolve our supplier management practices
Define supply chain Tiers
Enhance accountability
requirements for Tier 1
suppliers (at minimum)
Conduct risk assessment of
Tier 1 suppliers (at minimum)
ESG materiality assessment
Our ESG approach has been informed by the results of our first ESG materiality assessment, in which we invited representatives
from YouGov’s stakeholder groups to share their perceptions of the issues that are most relevant to our business. In Spring
2023, we invited stakeholders, including board members, employees, panel members, clients, and suppliers to complete
the survey. The results, published in our latest ESG Roadmap in September 2023 (available on our corporate website at:
corporate.yougov.com/esg/our-esg-approach), provided guidance on areas of opportunity to add greater value and how best to
approach ESG disclosures for each stakeholder group.
52
53
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT
ESG Report
continued
Environmental
While YouGov is a naturally
low-impact business, as global
citizens, we recognise that
we share a responsibility for
protecting the environment.
We take a proactive approach
and our aim is to go beyond
the bare minimum of
commitments, embedding
environmental considerations
across our operations.
In the UK, TCFD recommendations are now enshrined in
the Companies (Strategic Report) (Climate-related Financial
Disclosure) Regulations 2022. In addition to our existing
obligations under the Companies (Directors’ Report) and
Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018, under the new regulations, YouGov now
has the obligation to make a TCFD-aligned disclosure for
the reporting year1. While the regulations provide flexibility
on what is disclosed, in this report, we are making full
disclosures where feasible to enable stakeholders to
understand our climate-related risks and opportunities.
Our full FY23 TCFD report is available on our corporate
website (corporate.yougov.com/tcfd).
1 TCFD-aligned disclosure are required for UK companies with 500+
employees. As YouGov files consolidated financial reports for the full
YouGov Group, the TCFD employee threshold applies to our global
headcount.
54
Governance
Board level oversight
As defined in the Group Environmental Policy, available on our
corporate website (corporate.yougov.com/esg/environmental),
the Board has ultimate responsibility for YouGov’s
environmental commitments, including climate-related issues.
Climate change is discussed at Board meetings in combination
with other sustainability-related matters and was a distinct
agenda item twice during the year. Given the potential
impacts, the Board will maintain oversight of climate-related
objectives and include climate change as an agenda item at
least twice during FY24, to ensure it is appropriately considered
as part of YouGov’s strategy. Climate-related risks are included
in the Company’s annual risk assessment (as explained in the
risk management section on page 69), including approval
of relevant risk mitigation strategies. The Board monitors the
effectiveness of internal control systems, including those
relating to environmental matters, as explained in the Audit &
Risk Committee report on page 99.
The Board receives governance and compliance training
throughout the year, including education on environmental
and climate change issues. During an ESG Deep Dive in the
March 2023 Board meeting, the Directors discussed net-
zero considerations and expectations for YouGov’s Climate
Transition Plan, which were further communicated to senior
leaders to guide the Company’s future climate-related
strategy. They were provided with a supplemental reading
pack to expand their knowledge of climate change matters.
Climate-related risks and opportunities, including the
Company’s first climate risk register, were reviewed during the
July Board meeting, and capacity building training materials on
climate change matters were provided.
Remuneration
The Remuneration Committee recognises the importance
of linking relevant ESG factors to Executive Directors’
remuneration. For details of the ESG objectives linked
to executive remuneration in FY23, see the Director’s
Remuneration Report on page 105.
Management level oversight
Our Senior Leadership Team (“SLT”) is responsible for
overseeing the management of YouGov as a whole and for
cascading key business messages clearly throughout their
departments, including messages about ESG matters. The
highest management position responsible for oversight of
climate change risks and opportunities is Tilly Heald, Chief
Governance & Compliance Officer and Company Secretary.
The ESG Manager and Head of Compliance sit within the
Governance department and, together, they develop and
implement activities related to climate change and report
to the Board on climate-related planning during the annual
ESG Deep Dive presentations.
To support continuous management capacity building,
in FY23, our ESG Manager participated in a two-day net-zero
workshop, led by industry experts, to expand their knowledge
base. In June 2023, members of our Compliance, Facilities
and Finance teams participated in a half-day climate scenario
analysis workshop, again led by industry experts, with a
thorough discussion of climate risks and opportunities material
to the business. This workshop culminated in the development
of the aforementioned climate risk register, which was,
subsequently, presented to and approved by the Board.
Company-wide climate
change outreach
We actively engage, educate, and communicate
updates on climate-related and broader ESG matters
across YouGov through several channels:
• Annual all-staff ESG webinars with updates on
progress against our ESG roadmap
• Regular articles on ESG matters and our progress
posted on Youniverse (our intranet)
• Quarterly emails to the SLT on key ESG information
to be cascaded throughout their teams
•
Inclusion of ESG updates in monthly company-wide
emails to line managers
• ESG training package for all new joiners to YouGov
as part of induction programme
Strategy
Our climate scenario analysis
The climate scenario analysis used three climate scenario
warming pathways, as recommended by the TCFD, to assess
the effects of each identified risk on the Company’s operations
and value chain: Below 2°C, 2–3°C, and above 3°C. The
climate scenario analysis identified 13 climate-related risks
and three climate-related opportunities relevant to YouGov’s
operations. We have applied the following three timeframes,
as recommended by the TCFD and in alignment with the
UK Government 2050 net-zero target, to model the above
scenarios: short term (2020–25), medium term (2025–35),
and long term (2035–50).
Tables 1, 2 and 3 outline the material 13 climate-related risks
and three opportunities resulting from the climate scenario
analysis. These results were discussed with the Board of
Directors to determine the potential impact of each climate-
related risk on YouGov’s operations. The resulting climate risk
register was then implemented into the Group’s overall risk
register, but is not yet considered a principal risk. Financial
modelling of climate-related risks will be completed in
FY24 to further evaluate the magnitude of possible risks
and opportunities.
We are a non-manufacturing business that is proactively
investigating and acting to address climate-related risks, which
strengthens our resilience to the potential impacts of the risks
listed below. The climate risk register, including further details
on the impacts and control measures for each risk, can be
found in our full FY23 TCFD Report on our corporate website
(corporate.yougov.com/tcfd).
Risk management
In line with the wider business risk management process,
and overseen by the Board’s Audit & Risk Committee, YouGov
has implemented a four-step risk management framework
that informs how climate-related risks and opportunities are
identified, assessed, appraised and addressed. The Audit &
Risk Committee is responsible for reviewing and updating
the climate risk register to ensure that climate-related risks
and opportunities are accurately assessed, acknowledged
and monitored. Further information on the climate
risk management process, risk-mitigating actions, and
implementation can be found in our full FY23 TCFD Report on
our corporate website and in the risk management section of
this report on page 68.
Related SDGs
55
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT ESG Report
continued
Task Force on Climate-Related Financial Disclosures (TCFD) Risks and Opportunities
Table 1: The Group’s climate-related transitional risks. The full risk register can be found in our FY23 TCFD report on our corporate
website (corporate.yougov.com/tcfd).
Area
Climate-
related risk
Warming
scenario
Time
frame
Failure to comply
with increasing
regulations
<2°C
2–3°C
Short –
Medium Term
(2020–2035)
Rising spend for
carbon pricing
2–3°C
Medium Term
(2025–2035)
Financial
impact
Expenditures
– Increased
operating
costs (higher
compliance
costs)
Expenditures
– Increased
direct costs
Rising cost of raw
materials
<2°C
2–3°C
Short –
Medium Term
(2020–2035)
Expenditures
– Increased
indirect
(operating)
costs
Revenue loss
due to client
preferences
<2°C
2–3°C
Short –
Medium Term
(2020–2035)
Reputational
damage
(decreased
access to capital)
<2°C
2–3°C
Short –
Medium Term
(2020–2035)
Revenue –
Decreased
revenue due to
reduced demand
for current
products and
services
Capital and
financing –
decreased
access to capital
Reputational
damage
(perception of
failure to act)
<2°C
2–3°C
Short –
Long Term
(2020–2050)
Capital and
financing –
decreased
access to capital
Rising spend
of high-
efficiency assets
<2°C
2–3°C
Short –
Medium Term
(2020–2035)
Expenditures
– Increased
operating costs
Impact
description
Control
measures
Increasing costs to
guarantee compliance
with new reporting
requirements.
Dedicated team and
tracking in place to
ensure compliance with
all legal and regulatory
requirements.
Expected impact is
minimal, but a carbon tax
on any of our suppliers
may increase supply
chain costs.
Continued rise in energy
expenses. Unpredictable
weather events
exacerbating supply chain
problems could lead to
higher prices, interrupted
supplies, and delayed
deliveries.
Potential risk of loss
of revenue, reduced
profitability, and reduced
growth, if unable to keep
pace with consumer
preferences.
Stakeholders' concern
over our sustainability
credentials will continue
growing as the world
moves to a decarbonised
economy.
Risk of not being able
to publicly promote
sustainability strategy,
due to strict policy to
remain publicly neutral
on any topics that may be
considered controversial,
such as climate change.
Advancements in
technology are expected
to increase costs to
ensure the sustainability
of products and services.
Existing energy-efficiency
actions to reduce
greenhouse gas (GHG)
emissions. Development
of net-zero strategy and
internal carbon price
in FY24.
Regular review of
suppliers and alerts
issued when issues with
obtaining goods. Factor
in renewable energy
when renewing leases for
physical offices.
ESG strategy
addresses sustainability
commitments for our
products. Communication
of actions through
the Annual report and
corporate website.
ESG strategy in place,
third-party assistance
with disclosures and
transparent reporting
practices.
Comprehensive and
transparent reporting in
the Annual Report and
corporate website.
Investment in alternative
energy-efficient products,
such as air conditioning
and heating.
Write-off of low-
efficiency assets
<2°C
2–3°C
Short –
Medium Term
(2020–2035)
Revenue –
Reduction in total
revenue
Costs to invest in lower
emissions technology as it
enters the market.
Embedding sustainable
processes and
introducing emissions
reduction initiatives.
l
a
g
e
L
&
y
c
i
l
o
P
t
e
k
r
a
M
n
o
i
t
a
t
u
p
e
R
l
y
g
o
o
n
h
c
e
T
56
Table 2: The Group’s material climate-related physical risks. The full risk register can be found in our FY23 TCFD Report on our
corporate website.
Area
Climate-
related risk
Warming
scenario
Time
frame
Sites
Impact description
Control measures
>3°C
>3°C
Business
impact of
flooding
Business
impact of
heatwaves/
extreme heat
Financial
impact
Expenditures
– Increased
direct costs
Medium –
Long Term
(2025–2050)
Medium –
Long Term
(2025–2050)
Expenditures
– Increased
direct costs
Business
impact of
wildfires
>3°C
Medium –
Long Term
(2025–2050)
Expenditures
– Increased
direct costs
Business
impact through
sea level rise
>3°C
Long Term
(2035–2050)
Expenditures
– Increased
direct costs
e
t
u
c
A
c
i
n
o
r
h
C
3
11
2
3
Potential for direct
harm to property,
plant, equipment, and
transportation networks,
thereby increasing our
costs.
Power outages are
likely to become more
common, due to a
reduction in power
production and an
increase in energy
demand. Supply routes
may be disrupted as
railways buckle and
roads melt.
Potential for direct
damage to our sites
and transport networks.
Costs may increase
to install appropriate
ventilation.
Damage to our sites
could lead to closures
and increased insurance
premiums.
Specific flood risk
assessments on
most at-risk sites.
Comprehensively
covered by insurance.
Naturally low energy use
due to the nature of the
business operations.
Prioritise renewable
energy sources to
minimise the impact
of increased energy
use due to increased
demand for cooling.
May need to ensure
appropriate insurance
policies cover properties
if this risk was to
increase in the future.
May have to conduct
site-specific coastal
flood risk assessments
and monitor flood risk
at coastal sites for long-
term impacts.
Operations are not
water intensive. Ensure
staff are hydrated and
monitor legislative
changes to water use.
Business
impact
through high
water stress
>3°C
Long Term
(2035–2050)
Expenditures
– Increased
indirect
(operating)
costs
8 (long-
term,
potential
risk)
Impacts may result
in restricted water
usage and additional
regulation on water
consumption.
Table 3: The Group’s climate-related opportunities. The full risk register can be found in our FY23 TCFD Report on our corporate website.
Area
Climate-related
opportunity
Warming
scenario
Time
frame
Financial
impact
Opportunity
description
y
g
r
e
n
E
s
e
c
r
u
o
s
e
r
y
c
n
e
i
c
i
f
f
e
e
c
r
u
o
s
e
R
Use of lower
emission sources
of energy
<2°C
2–3°C
Short Term
(2020–2025)
Reduced indirect
(operating) costs
Decrease our energy consumption
and ultimately the energy costs for
our business.
Use of more efficient
suppliers and
diversifying our
supply chain
Disposal of under-
utilised sites -
improved portfolio
management
<2°C
2–3°C
<2°C
2–3°C
Medium Term
(2025–2035)
Reduced indirect
(operating) costs
Reduce the company’s environmental
impact and make it more resilient to
climate-related risks.
Medium Term
(2025–2035)
Reduced indirect
(operating) costs
Reduce real estate portfolio and
dispose of under-utilised sites so the
company can reduce environmental
impacts (including our carbon
footprint).
57
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT
ESG Report
continued
Metrics and targets
To demonstrate YouGov’s commitment to climate
transparency, our Streamlined Energy and Carbon Reporting
(SECR) disclosure contains our UK and Global energy use and
emissions for the first time. In FY23, 46.3% of all electricity
purchased was from renewable sources. We aim to increase
the purchase of renewable electricity in our offices where
possible, given local availability. Although our energy usage
increased by 2.20% between FY22 and FY23 due to the lifting
of COVID-19 restrictions, increasing our Scope 1, 2 and grey
fleet emissions by 7.06%, YouGov’s Scope 1 and 2 emissions
per £million revenue decreased by 9.41%, showing an
increased efficiency. Reducing emissions from our managed
offices is a key priority.
Streamlined Energy and Carbon Reporting (SECR)
Table 4: UK and Global total Energy Consumption (kWh)
In 2023, YouGov began measuring our full Scope 1, 2 and 3
carbon footprint in accordance with the Greenhouse Gas
Protocol, with our baseline year chosen to be FY221. An
operational control boundary has been applied to our offices:
offices where we have control of the energy contracts are
included in our Scope 1 and 2 emissions, while our services
offices, where there is no visibility over the energy use, are
included in our Scope 3 Category 8 (Upstream Leased Assets)
emissions.
Utility and Scope
Scope 1 Total
Natural Gas
Scope 2 Total
Grid-Supplied Electricity
Scope 3 Total
Transport (Grey Fleet)2
Total
Global including UK Total
FY23 UK
Consumption (kWh)
4,754
4,754
199,214
199,214
2,670
2,670
206,638
FY23 Global
(excluding UK)
Consumption (kWh)
FY22 UK
Consumption (kWh)
FY22 Global
(excluding UK)
Consumption (kWh)
47,811
47,811
199,550
199,550
37,862
37,862
285,223
6,631
6,631
162,903
162,903
7,004
7,004
176,538
51,204
51,204
200,151
200,151
53,375
53,375
304,730
491,861
481,268
Table 5: YouGov UK and Global Total Location-Based Emissions (tCO2e)
Utility and Scope
Scope 1 Total
Natural Gas
Refrigerants3
Scope 2 Total
Grid-Supplied Electricity
Scope 3 Total
Transport (Grey Fleet)
Total
Global including UK Total
(location-based)4
FY23 UK
Emissions (tCO2e)
20.32
0.87
19.45
41.25
41.25
0.60
0.60
62.17
FY23 Global
(excluding UK)
Emissions (tCO2e)
8.75
8.75
0.00
75.80
75.80
8.52
8.52
93.06
FY22 UK
Emissions (tCO2e)
12.91
1.21
11.70
FY22 Global
(excluding UK)
Emissions (tCO2e)
9.35
9.35
0.00
31.50
31.50
1.62
1.62
46.04
77.29
77.29
12.31
12.31
98.95
155.23
144.99
1 See page 198 for details on the methodologies used to calculate our FY23 energy use and emissions data.
2 Following the reporting guidance, we have only included business travel in personal vehicles for Scope 3 in our SECR reporting. For our Carbon Balance
Sheet with a full breakdown of all categories of Scope 3 emissions, see page 59.
3 We have included refrigerant consumption voluntarily (expected to become mandatory). Air conditioning providers are only required to provide refrigerant
data in the UK, not on a global scale. Until we have access to the global data, global refrigerant consumption will be reported as 0.00.
4 We have only reported on location-based emissions as we do not have data on market-based emissions for our global sites.
Table 6: YouGov SECR Intensity Metrics (Global Including
UK Emissions)5
Intensity Metrics
(location-based)
All Scopes tCO2e
per £m revenue
All Scopes kgCO2e
per FTE
FY23
FY22 % change
0.60
0.66
-9.1%
85.57
88.35
-3.15%
5 This table reflects the intensity metrics for Scope 1 and 2 global emissions,
including UK, required for SECR. The full Scope 1, 2, and 3 emissions per
metric is disclosed in the Carbon Balance Sheet.
Energy efficiency narrative
We are continuously considering measures to reduce our
environmental impact and will set water, waste, and emissions
reduction targets in FY24. Several measures we have in place
are outlined here, with complete details available in the full
FY23 TCFD Report on our corporate website.
Completed FY23 actions
Planned FY24 actions
Installed sensors on water
taps and implemented a ‘save
electricity’ initiative in our Indian
offices to minimise water and
electricity waste.
Implement all-staff
environmental considerations
training, including on key
climate change concepts.
Closed sections of the London
office on specific days
based on occupancy rates
to avoid unnecessary energy
expenditure.
Define near-term and net
zero targets and submit for
verification with the Science
Based Targets initiative (SBTi),
with Board approval.
Reduced the number of printers
in use and maintained seasonal
air conditioning system
schedules to reduce direct
emissions in the London office.
Continued supporting remote
working and promoting
virtual meetings, and updated
the Group Business Travel
Policy with sustainable travel
considerations where business
travel is necessary.
Continue assessing real estate
portfolio to identify under-
utilised sites.
Conduct the annual review
of the climate risk register to
ensure risks, opportunities, and
controls remain accurate and
fit-for-purpose.
This report has been prepared with the support of the ESG division of
Inspired PLC for YouGov by means of interpreting the Companies (Directors’
Report) and Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018 as they apply to information supplied by YouGov and its
energy suppliers.
YouGov’s Executive Directors are responsible for complying with the
Regulations. They must be satisfied that to the best of their knowledge, all
relevant information concerning YouGov’s organisation structure, properties,
activities and energy supplies has been provided to Inspired PLC. This
includes details of any complex ownership structures (for example, private
equity funds, franchises for private finance initiatives) and electricity/gas
usage that is covered by the EU Emissions Trading Scheme (ETS) or Climate
Change Agreements (CCA) scheme generated on-site (including Combined
Heat and Power (CHP)) or supplied to/from a third party (i.e., not a licenced
energy supplier or a landlord/tenant).
Carbon balance sheet6
Between FY22 and FY23, there was a 2.6% increase in our
total Scope 1, 2 and 3 emissions, driven by an increase in
business travel after COVID-19, but a 12.4% decrease in our total
emissions per £million revenue, showing increased efficiency
of our operations.
Making progress towards reducing YouGov’s emissions is a
priority for us. Therefore, we have committed to set Science-
based Targets with the Science-Based Targets institute (SBTi)
and will work to set ambitious near-term and net-zero targets
that build on our commitment to carbon-neutrality in our UK
headquarters by 2026 as outlined in the Market Research
Society Net Zero Pledge.
Emissions Scope and
Scope 3 Category
Scope 1
Natural Gas
Refrigerants
Scope 2
(Location-based)
Scope 3
1. Purchased Goods &
Services
2. Capital Goods
3. Fuel-related Emissions
4. Upstream
Transportation and
Distribution
5. Waste Generated in
Operations
6. Business Travel
7. Employee Commuting7
8. Upstream
FY23
(tCO2e)
29
10
19
117
6,019
2,466
883
29
FY23
(%)
0.5%
0.2%
0.3%
1.9%
97.7%
40.0%
14.3%
0.5%
FY22
(tCO2e)
23
11
12
109
5,876
2,651
822
27
47
0.8%
46
4
519
1,297
0.1%
8.4%
21.0%
3
297
1,347
Leased Assets
774
12.6%
683
9 – 15
Total Emissions
(location-based)
tCO2e/£m revenue
(location-based)
tCO2e/FTE
(location-based)
Not Applicable
6,165
23.80
3.40
-
-
-
6,008
27.18
3.66
6 An initial assessment of the 15 Scope 3 categories determined the
categories that are applicable to our business (eight, as shown in our
Carbon Balance Sheet). The seven ‘not applicable' categories are as
follows: Category 9 (no downstream transportation and distribution),
Categories 10, 11 and 12 (no sold products), Category 13 (no downstream
leased assets), Category 14 (no franchises) and Category 15 (no
investments in the Company’s name).
7 This includes an estimate of remote working emissions.
58
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT ESG Report
continued
Social: Engaging our panel members
Our panel is our largest
stakeholder group at
26 million registered
members.
Our Panel team builds on direct member feedback to ensure
the panel experience remains representative, inclusive, and
accessible. In FY23, we launched YouGov Plus, a new premium
tier membership for our most active and committed members
in the UK and the US (read more on page 61.1
Since launch, we have asked members to complete a
series of unique YouGov Plus tasks on a broad range of
high engagement topics including new product testing,
understanding the impact of Non-Disclosure Agreements use
within surveys, and our quarterly Member Experience tracker,
which collects insight in member satisfaction and pain points.
Alongside these survey-based tasks, the Panel team speaks
directly to YouGov Plus members via video calls, accumulating
over 45 hours’ worth of interviews in FY23. This helps us
understand the panel experience more intimately and it helps
our Panel Plus members feel respected and heard.
1 YouGov Plus included 1,589 UK members and 317 US members as at
31 July 2023.
“I need YouGov. For the
longest time, I had been
absolutely certain that no
one heard or understood
the average person…My
YouGov experience has
been remarkable. I could
not have asked for more.
Someone out there is
listening and reporting
the small sounds and
making us several loud
sounds.”
YouGov Plus Member
North Carolina, US
“I actually used the
rewards I got so far to put
towards a holiday... Not
only have you helped me
to get my voice heard by
real life people, but you
are also helping me take a
holiday.”
YouGov Plus Member
South East, UK
Lifecycle of the YouGov panel
Neutrality is implicit in our mission, and it is fundamental to recruiting and building trust among our panel members. To be a trusted
representative for global public opinion, YouGov must be respected as a neutral institution. Our mandatory employee training
includes a module on neutrality to ensure all employees understand the importance of neutrality in our research and editorial.
In addition, we ensure that the panel experience remains technically accessible. This year, we conducted a complete refresh of
the member platform interface in response to feedback from YouGov Plus members with access needs. The new UX exceeds
Web Content Accessibility Guidelines (WCAG) 2.1 standards, ensuring inclusion for all panel members.
Reaching, engaging, and
retaining under-represented
groups is a key priority
to ensure our continued
commercial success and
social impact. We continuously
assess the composition of our
panel against publicly available
reference data and create
campaigns to attract under-
represented groups. We invest
in new technology, e.g. YouGov
Chat, to engage people who
are less likely to respond to
traditional online surveys. We
listen to direct feedback from
individual members to identify
improvements so our panel
experience remains accessible
and inclusive.
Example:
In response to feedback from
a panel member with visual
and hearing impairments, we
are overhauling the member
experience for qualitative
research.
e
m
t
i
u
r
c
e
R
t i o n
n
Tra
n
s
p
a
r
e
n
c
y
nt & R et e
Accurate and reliable
insights built on panel
trust and engagement
&
T
r
u
s
t
Delivering R e s
u l t s
It is not enough for us to recruit
a diverse and representative
panel – we must also build trust
with our members who are
sharing their personal opinions.
with us. We are transparent in
how we protect panel data and
take steps to ensure our panel
members are appropriately
informed in every step of their
YouGov journey. Our panel
members aren’t just a number,
they are individuals who value
the opportunity to have their
voice heard. To maintain this
trust and build long-term
relationships, regular feedback
from panel members informs
our communication approach,
so that we are keeping pace
with panel expectations.
Example:
Panel members regularly receive
updates on how their survey
responses have informed
the news, which maintains
transparency and helps
members feel heard.
Panel diversity and trusted engagement is the core of our success. It is something
we consider in every research project to ensure that our insights accurately reflect
the views of the target audience. Our expert researchers work closely with clients to
identify the exact parameters of the target audience, develop questions that both
adhere to local laws and are culturally appropriate, and eliminate any bias from the
survey design. As a result, our clients can rely on our insights as unbiased, accurate,
and inclusive.
Example:
Decades of building trust among our
panel in Thailand meant that members
felt comfortable sharing opinions on
sensitive cultural topics in a uniquely
targeted study on hair (see page 33).
Related SDGs
60
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT
ESG Report
continued
Social: Giving a voice
It is YouGov’s mission to
make people’s opinions heard
for the benefit of our local,
national, and international
communities.
We have defined this purpose as “Giving a Voice”, which is
demonstrated in various aspects of our work:
• Our unique public data offering (our public data
fact sheet is available on our corporate website at
corporate.yougov.com/esg/social)
• Our socially-oriented research, be it for organisations that
make a positive impact on society or through a specific
project that is socially-oriented in its content or purpose
• Our trusted insights into ESG topics for commercial clients
• Our efforts to ensure our panel remains representative,
inclusive, and accessible (see page 61)
• Our support for charities and not-for-profit organisations
through donations, volunteering, and access to unparalleled
data and insights (see page 126)
Key stats1
3.1 million
UK website visitors2
2.5 million
US website visitors2
Data on
1,700+
topics available
Over
340,000
mentions of YouGov research in the global media
1 Figures disclosed are for the year to 31 July 2023.
2 Website “visitors” are unique.
Consistent, targeted insights for
charitable clients
To help the charity GambleAware provide effective
prevention and treatment services in the appropriate
areas, YouGov was commissioned in 2019 for an
annual Treatment and Support Survey with evolving
topics and audiences. In 2022, YouGov delivered
the fourth annual survey of over 18,000 registered
panel members with 30 in-depth interviews, adding
new topics and analysing the data by an additional
targeted audience given evolving discussions on
gambling harms. The largest study of its kind, this
survey provides a consistent and comprehensive
data set with results presented in a range of formats
to increase accessibility for both the client and their
target audience.
Diversity and inclusion
Diversity and Inclusion (“D&I”) is treated as a shared
responsibility at YouGov. Our vision is for D&I to be transparent
and trusted, data- and insight-driven, and owned and lived
by all of us. With oversight from the Board, our D&I strategy
is supported by a D&I Council, which ensures our initiatives
and objectives are in line with the wider strategy and business
plans. Our D&I Roadmap represents a balance of establishing a
strong organisational foundation, while simultaneously creating
the space and support to implement creative initiatives, for
which there are three key pillars in 2023:
1. Drive awareness and engagement
2. Establish data foundation
3. Embed D&I into people practices
We welcomed our first cohort of D&I Champions in February
2023. Serving as local ambassadors across our global footprint,
the Champions communicate D&I initiatives, signpost relevant
resources, and provide an additional feedback channel
for employees.
Building on the success of the Count Me In campaign (first
launched in 2021) to encourage employees to voluntarily
disclose diversity monitoring information, in FY23, we
published our first Workforce Diversity Report (on our corporate
website at https://corporate.yougov.com/esg/social/). This
report communicated the full range of our D&I approach and
set a baseline from which to monitor progress towards our
workforce D&I goals. We are committed to attracting, retaining,
and developing talent, and in FY23 we onboarded a new
recruitment platform that allows us to more accurately monitor
diversity at the hiring stage and better address workforce
representation gaps.
Pay gap reporting
For the second time, we published voluntary ethnicity pay
gap analysis alongside our mandated Gender Pay Gap Report
(available at corporate.yougov.com/esg/social/uk-pay-gap-
reporting). Our gender pay gaps continue to steadily decrease,
and this year we were able to provide more accurate analysis
of our ethnicity pay gaps due to the strength of our internal
data collection initiatives. We were pleased to be recognised
by the Market Research Society as achieving one of the most
significant pay gap improvements in the industry over the
period from 2018 to 2022.
Equal opportunity employer
YouGov is an Equal Opportunity Employer. Qualified applicants
will be considered for employment without regard to race,
religion, socio-economic background, sex, sexual orientation,
gender identity or expression, national origin, age, marital
status, veteran status, disability status, HIV status, or any
other characteristic protected by law or in line with our
responsibilities as a fair and ethical employer. All employment
decisions are made on the basis of occupational qualifications,
merit, and business need.
YouGov is certified as Level 1 Disability Confident Committed,
signifying our commitment to being an inclusive and
accessible employer for people of all levels of ability
and disability.
Living Wage Employer
In FY23, YouGov renewed its accreditation as a
Living Wage Employer by the Living Wage
Foundation in the UK. This accreditation solidifies
our commitment to paying a fair and living wage
to every staff member, including third-party contractors. The
UK real Living Wage is an independently calculated, hourly pay
rate that is based on the actual cost of living.
D&I in the YouGov experience
Our D&I Networks are six employee resource groups
covering key topics of interest, each sponsored by
senior leaders on the D&I Council. They continued
to thrive in FY23 with the introduction of regular D&I
Conversations – all-staff webinars on a relevant topic
hosted by a Network. For example:
Abilities Network: Creating an autism-friendly
workplace presentation delivered by the National
Autistic Society with tangible suggestions for
workplace adjustments
LGBTQ+ & Allies Network: Pride Month discussion
on supporting wellbeing practices when exposed to
discriminatory content in an industry built on neutrality
Responsible Research & Innovation Network:
Meet YouGov’s panel members to learn about the
diverse reasons our members joined, why they stay,
and what they would change
62
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT ESG Report
continued
Workforce diversity1, 2
Region
Asia Pacific (133)
Mainland Europe (451)
Middle East & India (501)
Americas (358)
UK (377)
21%
7%
20%
25%
28%
Age
21 and under (21)
22–30 (778)
31–40 (608)
41–50 (231)
51 and over (93)
Not specified (89)
13%
5%
33%
43%
1%
5%
Gender
Female (795)
Male (1012)
Not specified (13)
44%
56%
1%
Ethnicity3
White (456)
Ethnic minority (448)
Not specified (915)
25%
25%25%
50%
Senior Leadership Team4
Gender
Ethnicity
4%
38%
48
people
58%
Female (18)
Male (28)
Not specified (2)
10%
23%
48
people
67%
White (32)
Ethnic minority (11)
Not specified (5)
Reports to Senior Leadership Team5
Gender
Ethnicity
10% 33%
263
people
57%
Female (86)
Male (151)
Not specified (26)
30%
263
people
18%
52%
White (138)
Ethnic minority (47)
Not specified (78)
Technology Teams6
Gender
Ethnicity
12%
16%
44%
33%
222
people
72%
Female (35)
Male (160)
Not specified (27)
222
people
23%
White (73)
Ethnic minority (51)
Not specified (98)
1 Representative of a global workforce of 1,820 employees as at 31 July 2023. Identity-based respondent groups with <5% have been removed from the report
to maintain anonymity. For Board diversity information, see page 85.
2 “Not specified” includes both “Prefer not to say” and no response. Not all diversity monitoring questions are asked in each market due to compliance with
local data collection laws and conventions.
3 We have chosen to use the term “ethnic minority” to refer to racial and ethnic groups that are statistical minorities in the UK population. We recognise that
many of these racial and ethnic groups are majorities in the global population. For the purposes of this report, we have made a binary distinction between
white and ethnic minority groups, and we have classified employees with partially white mixed ethnic backgrounds (e.g. Black Caribbean and White, Asian
and White, etc.) under the term “ethnic minority”. For details on the % of each individual ethnic minority within the workforce, see the Workforce Diversity
Report (on our corporate website at corporate.yougov.com/diversity).
4 Representative of a Senior Leadership Team of 48 employees as at 31 July 2023.
5 Representative of a cohort of 263 employees as at 31 July 2023.
6 Representative of a cohort of 222 employees as at 31 July 2023.
64
FY23 Employee Engagement
16,000
hours of professional development learning
and training modules completed by all
employees globally
98%
completion rate for the Group mandatory
training curriculum, which includes modules on
data privacy and security, compliance, ethical
behaviour and research neutrality principles
32
participants in the YouManage programme for new
line managers
28
participants in the YouLead programme for
aspiring senior leaders
90%
compliance with ClearReview, our performance
management software
Health, safety and wellbeing
YouGov takes all reasonable and practicable steps to safeguard
the health, safety and welfare of its employees. We recognise
our responsibility for the health and safety of those who may
be affected by our activities and take care to operate in a
safe and secure manner. The global presence of our Facilities
team ensures that employees have a local point of contact
for all regional needs, including ergonomics, relocation
assistance, office management, travel support, and planned,
preventative maintenance.
We maintain a flexible approach to working, supporting
employees to work in the way that best suits their needs.
Our Group Working Arrangements Policy standardises remote
working practices across teams and countries, with provisions
for physical and mental health support both in the office and
at home. Employees have access to a range of resources
to support proactive wellbeing, including a corporate
membership to Headspace and regular all-staff webinars on
physical, mental, social, and financial wellbeing.
Engaging our employees
We are data-driven in everything we do, including our
employee experience. Our annual Employee Engagement
Survey encourages employees to provide feedback to help us
maintain YouGov as a great place to work. 82% of employees
participated in the survey in FY23 (compared to 76% in
2022), with a positive trend seen on 21 of the 30 questions
compared to the prior year (compared to a positive trend
on 11 of 23 questions in 2022). Reflecting targeted efforts to
further connect individual performance to YouGov’s strategic
goals, the two questions with the biggest increase in positive
responses (both up six percentage points from FY22) were
“Senior leaders clearly communicate YouGov’s long-term
objectives and strategy” (FY23: 74%) and “My line manager
gives me regular feedback on my performance” (FY23: 79%).
Mid-year and end-of-year performance reviews provide
employees with regular opportunities to discuss competencies
and areas for improvement, and to ensure their personal
objectives remain appropriate. Performance against
objectives is tracked using online performance management
software, giving line managers and management data on the
performance of individuals and teams over time. Professional
development courses are available to all employees through
LinkedIn Learning and YouGov Academy, our in-house
training portal.
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continued
Governance
Third-party management
To ensure we partner with suitable suppliers, all prospective
suppliers must undergo a documented approval process
and are contractually bound. As part of the vetting process,
we may run credit and sanctions checks and perform other
checks commensurate to the services that the supplier will
be providing. They are further subject to approval by our
Information Security, Data Privacy, and Compliance teams.
Proactively engaging with suppliers means we can be
confident that our ethical and responsible operations extend
through our supply chain.
In alignment with our values and internal standards, our
suppliers are required to comply with our Business Partner Code
of Conduct. The Code outlines expectations for behaviour and
identifies the key compliance policies to which suppliers must
adhere, including fair labour practices and a zero-tolerance
approach to bribery, corruption, and modern slavery.
Human rights and modern slavery
We operate in a low-risk industry for modern slavery, but we
acknowledge that no industry is entirely without risk. In FY23,
we published a new Group Human Rights Policy to formalise
YouGov’s commitment to respect and protect human rights
throughout our operations, including our supply chain. This
forms part of both our Business Partner Code of Conduct
for suppliers and our internal Global Code of Conduct &
Ethics for employees, the latter responsible for being alert
to potential violations and reporting any instances swiftly
and appropriately.
Speaking up
It is essential that all employees have a voice in what we do.
We encourage a culture of open communication where any
member of staff can raise a concern or recommendation
directly to the highest levels. We have policies in place for
addressing behavioural concerns or complaints relating to
individual circumstances. We also have a robust whistleblowing
process in place for addressing legal or compliance concerns.
In FY23, the Whistleblowing Officer, with support from the
Compliance team, received, investigated and concluded
four reports through the whistleblowing process. Each report
underwent a thorough investigation, which ultimately revealed
no instances of legal or corporate compliance breaches.
In addition to considering the reports from a legal and
compliance perspective, the investigations also considered any
employee behavioural concerns and ensured instances were
appropriately addressed in line with HR department policies
and processes.
66
Industry memberships
YouGov is a corporate member of a number of industry
organisations for the data analytics and market
research sector. We voluntarily comply with the codes
of practice and standards of several market research
industry bodies, including ESOMAR (global), the Market
Research Society (UK), the Insights Association (US),
the International Advertising Bureau (UK), the British
Polling Council (UK), and the Australian Polling Council
(Australia). We are also a member of the International
Association of Privacy Professionals (global).
Data privacy and security
Our data privacy and security framework
As a global data company and provider of research insights
across 59 markets, fairness, transparency, and accountability
are key parts of our data privacy and security framework.
We incorporate the EU General Data Protection Regulation
(“GDPR”) framework into our global operations as much as
feasible, while complying with all other applicable regional
privacy and security obligations. This approach has made it
possible to create a global privacy framework that gives those
who participate in our research, our clients, and our colleagues
as consistent an experience as possible, regardless of what
privacy laws exist (or don’t exist) where they live.
YouGov maintains an information security management
system (“ISMS”) for client confidential information that is
certified to ISO 27001:2013. The standard defines our policies,
processes and controls for securing information, including
training and awareness, reviews of policies and testing of our
systems including penetration testing and ongoing assurance
through external/third-party assessments. We assess risk and
continuously improve system and processes to maintain the
confidentiality, integrity, and availability of information.
External assurance activities include:
• annual external audits of our ISMS by the British Standards
Institute (“BSI”) as part of our ISO 27001 certification;
• UK Cyber Essentials Plus certification which further
demonstrates our commitment to security best
practice; and
• assessment of our IT general controls as part of annual
financial audit.
Actions raised from audits and assessments are tracked to
completion, overseen by the management-level Data Privacy
& Security Committee, and reportable to the Board’s Audit &
Risk Committee.
Beyond regulatory compliance, our privacy and security
framework grounds our reputation for accuracy and
transparency. It is an opportunity to create and reinforce
trusted relationships with anyone who provides us with their
personal data – from those who participate in our surveys, to
our clients and to our employees.
Dedicated resource
With oversight from Executive Management, our Group
Data Protection Officer and Head of Information Security
work to develop policy and training, advise the business on
data security and privacy issues, and raise awareness across
the workforce.
Our Data Privacy & Security Committee is led by our Head
of Information Security and Group Data Protection Officer.
Attended by our Chief Operating Officer, its membership also
consists of representatives from the Company Secretariat,
Legal, IT Infrastructure, IT Security and Panel teams.
Workforce training and awareness
We deliver a robust programme of regular training, internal
communications and guidelines to educate employees and
raise their awareness of privacy and security concerns. Data
privacy and security modules are included in the suite of
mandatory annual training for all employees. We can easily
monitor and report on completion rates through YouGov
Academy and allocate targeted modules to individual staff
members and teams with specific training needs.
Consumer rights
Many privacy laws around the world give individuals rights in
relation to the personal data held by organisations like us. As a
company that has such a close relationship with the individuals
whose data we collect, we know that helping people to
easily exercise their rights is an important way to enhance
transparency and build trust and we have processes in place to
facilitate this.
Responding to breaches and security incidents
Identifying and preventing a potential personal data breach or
cyber security incident is the responsibility of all employees,
and they have a duty to report any concerns. Our Group
Personal Data Breach Policy and our Group Cyber Incident
Response Policy set out the procedures for reporting,
identifying and responding to prospective personal data
breaches and security incidents, respectively.
The Breach Response Team (“BRT”) is responsible for
determining the nature of reported incidents and deciding
the response. The BRT is a cross-functional group that is
responsible for assessing the risk of any incident, ensuring
YouGov complies with any notification obligations, investigates
the root cause and recommends any mitigations or process
improvements to reduce the risk of a repeat or similar incident.
Research information lifecycle
Our data privacy and security framework is applied at
all stages of the research information lifecycle:
• Collection: we collect information from panel
members when they join YouGov to create their
account, and throughout their time as members via
surveys and other research activities they choose to
take part in.
• Use: the information collected from those in
participate in our research is used to create insights
that help our clients and the public make better
decisions. We also invite members to participate in
relevant activities based on information they have
previously shared with us.
• Sharing: we never share identifiable information
with our clients and partners unless the research
participants specifically agree to it. As needed, we
share personal data with other YouGov companies
and vetted third parties who provide services on our
behalf such as data storage and payment providers.
• Retention: because using data over time is key
to providing our insights, in most cases we keep
personal data for as long as someone remains a
member of YouGov (though we offer the right to
erasure in all markets).
Related SDGs
67
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Risk management and
principal risks
Our approach to risk management
Understanding and managing risk efficiently continue to be
key to the Company’s long-term success.
Our risk management system accounts for the organisational
goals and objectives and is designed to ensure risks are
identified early and comprehensively managed.
As part of this, the Group Risk Management Policy and
Procedure (the “Risk Policy”) is reviewed annually to ensure it
remains fit-for-purpose.
Through our Risk Policy, we are able to:
B O A R D O F D I R E C T O R S
Overall responsibility for risk management, with delegation
of oversight and scrutiny to the Audit & Risk Committee
Audit and Risk Committee
Primary responsibility for oversight and scrutiny of risk
management, including:
•
foster a high standard of accountability at all levels of the
business;
•
reviewing the effectiveness of YouGov’s internal control
processes;
• enable effective decision making through understanding
• approving Group Risk Management Policy and Risk
of risk exposures; and
• safeguard our assets.
Building a resilient management system requires adaptability
to changing risk landscapes. As part of the ongoing process
of risk management, we embed risk management awareness
across all business operations.
Oversight
The Audit & Risk Committee (the “Committee”), led by its
Chair, has primary responsibility for oversight and scrutiny of
risk management and reports to the Board on a regular basis.
The Committee’s Terms of Reference reflect the focus on risk
management. The chart below details how risk management
information flows into the Committee. For more information
on the work on the Committee, see page 96.
Risk appetite
During FY23, the Board formally approved a Group risk
appetite statement. We consciously and carefully accept
certain types of risks in line with our long-term growth
strategy to maximise shareholder value. Our appetite for risk
is not uniform across all business areas and our risk appetite
statement documents the acceptable risk level in the
pertinent business areas (data handling, business practice,
financial position, innovation and investment). This statement
has been shared within the business and staff are expected
to take it into consideration when assessing risk in their day-
to-day roles or projects.
Acquisition risk
Mergers and acquisitions carry inherent risks such as
unforeseen liabilities, financial misrepresentations, and
operational challenges, which could lead to financial
losses and reputational damage. We have taken
acquisition risk into consideration when assessing
individual risks in the risk register and will keep this under
review during the year as the proposed acquisition of
GfK’s European Consumer Panel Business proceeds.
68
Register;
•
reviewing outputs from the quarterly risk management
process and ensuring mitigating actions and controls are
implemented;
• assessing the need for internal audit or assurance
function; and
• overseeing the relationship with the provider of
assurance services.
Audit reports
Risk interviews
Regular reporting
Whistleblowing process
Internal controls
External controls
• Centrally controlled and
• Ongoing
enforced suite of detailed
policies and procedures in
place to govern business
operations and reduce
risk, overseen by the
Governance Department
• Regular management
presentations to the Board
and Committees
• Group-wide risk
identification and
management process
• Suite of internal controls,
including internal audit
function for IT security
programme of
assurance reviews
of key internal
control processes
by KPMG
• External financial
audits by PwC
• External audits on
internal controls to
certified standard
(BSI Audit for
ISO 27001)
• Appraisal of existing control measures and introduce new
measures to limit exposure
• Addressing continued effectiveness of control measures on
an annual basis
Further control measures are delegated to members of senior
management with ultimate responsibility sitting with the Board,
who will review the climate risk register on an annual basis
along with the wider corporate risk register.
KPMG Assurance Programme
Our external assurance provider conducts a rolling programme
of assurance reviews and internal audit services. This plan is
approved by the Audit & Risk Committee and is targeted to
assess the associated controls effectiveness to mitigate the
principal risks.
FY23–25 KPMG Assurance
Programme Plan1
Related Principal Risk(s)
Panel controls
effectiveness
Sales effectiveness
Competition; Panel;
Reputation; Strategy
Competition; Reputation
Strategy
New joiner induction,
training and controls
Competition; Internal
Controls; People & Culture
Cloud migration strategy
and plan
Cyber; Data Privacy Internal
Controls; Reputation
Revisit of IT disaster
recovery and cyber
security
Leaver controls
LINK post-
acquisition review
Cyber; Data Privacy; Internal
Controls; Reputation
Internal Controls; People &
Culture
Internal Controls
Order to cash
Internal Controls
Review on actions
Regulatory
1 Programme plan as expected at time of reporting. The programme will
be assessed periodically during the year to ensure that it remains fit for
purpose. If risk profile changes during the year, the programme may be
amended as appropriate as approved by the Audit & Risk Committee.
Identifying the principal risks
As part of the process to identify the principal risks to the
business, risk interviews are conducted with stakeholders
across the business. Interviewees share their views and
experiences on risks facing the business within their remit
of responsibility, as well as current controls and future
planned controls.
Interview information, alongside audit reports, and scheduled
systematic reviews, form a baseline to identify risks and risk
themes. They are scored considering the severity of the impact
and the likelihood of occurrence.
In determining the principal risks, the Committee assesses
the top net risks once existing controls are taken into
consideration. The top net risks are consolidated into the
principal risks which are reported below. They are considered
by the Board to be material to the development, performance,
position and/or prospects of the Company.
When viewing the principal risks, note:
• while the risks have been categorised, some controls may
cross categories;
• some elements of risks may appear in more than one
category; and
• principal risks are presented in alphabetical order by
category, not by risk score.
These are not the only risks facing the business, but are
those which are considered to have a material impact on the
business, and, therefore, are the focus of discussion at the
highest levels of the Company.
The output from the Group Risk Management Policy and
Procedure has fed into the Board’s identification of the
principal risks and uncertainties facing the Company at
31 July 2023. The Board and the Committee receive regular
updates on risks and uncertainties during the year.
Supplemental risk registers
In addition to the corporate risk management process outlined
above, certain functional areas maintain risk registers at the
operational level. These supplemental registers encompass
domains such as information security, data privacy, and
environmental risks. This layered approach ensures a
comprehensive understanding of various and detailed risk
factors across the organisation.
An independent climate risk register was developed in FY23
as part of our first TCFD disclosure (pages 56 to 57). With the
support of third-party experts, we conducted a robust climate
scenario analysis that included the following steps:
•
Identification of climate-related risks (physical and
transitional) and opportunities
• Assessment of impact on the business across multiple
climate scenarios and timeframes
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Risk management and
principal risks continued
Key
No change
Increased
Decreased
Risk & status
Description
Mitigation
Risk movement
Risk & status
Description
Mitigation
Risk movement
Competition Failure to compete with
competitors affects our
ability to meet our strategic
objectives
•
loss of business to
competitors (e.g.
copycat products,
inadequate marketing,
inadequate key account
management);
• becoming outdated
(e.g. failure to keep up
with developments
in technology such
as blockchain and
artificial); and/or
• penalties for anti-
competitive practices.
Cyber
The key cyber risk areas
identified are:
• misuse of our
information
systems; and
•
IT systems failure
impacts upon business
operations.
No material change to this
principal risk in FY23. Our ability
to compete is demonstrated
by our strong performance in
FY23, with continued growth
against a difficult macro
environment.
No material change to this
principal risk in FY23. Risks
faced from cyber threats are
broad and not exclusively
targeted at YouGov. The risk
can never be fully mitigated.
Our investment in preventative
measures, combined with
the continual training of our
employees, have ensured
that the risk faced from cyber
threats has not materially
changed this year.
We focus on innovation to keep our
products and services relevant and at
the cutting edge of our industry. This
is evidenced by nurturing of in-house
start-ups and embracing technological
advancements.
We differentiate ourselves from our
competitors: the size of our panel and
the wealth of historic data are key
assets that are near unattainable for
competitors to replicate. Our global
reach continues to expand through
strategic partnerships and expansion.
Executive Directors and their senior
management teams monitor market
trends, new product developments and
services. Sector specialists enhance
state-of-the-art offering even for niche
offering.
Competition law expertise and training
provided by in-house legal team and
external advisors.
Data Privacy & Security Committee
oversees projects and actions arising
around the business, with senior
management team participation.
Policies, processes, and manuals in force,
including crisis management, business
continuity, and disaster recovery.
Robust investment in both technology
and people through deploying cutting
edge solutions and working with in-
house information security expert teams
imparting crucial knowledge and training
across the organisation.
Intrusion detection systems in place and
regular penetration testing.
Information management for client
confidential data certified to ISO 27001,
evidencing our commitment to stringent
information security.
Data privacy Occurrence of a data
breach incident, e.g. due
to deliberate intrusion,
accidental data leak,
or deliberate de-
anonymisation of data.
Non-compliance with
data protection or privacy
legislation, such as the
EU GDPR, leading to
significant penalties and/or
reputational damage.
Internal
controls
Failure of our internal
controls to:
• prevent unauthorised
access to our systems
and/or infrastructure
(e.g. by former staff);
• prevent unauthorised
use of assets (such
as intellectual
property); and
•
integrate newly
acquired companies
into YouGov internal
controls, systems and
infrastructure (e.g.
finance review controls).
No material change to this
principal risk in FY23. Data
privacy and information
security is paramount for
a data company. We seek
to continually improve our
processes, including learnings
from developments during
the year. Board education is
important and, during FY23,
the Board received an in-depth
data privacy session from the
Group Data Protection Officer
in addition to regular reports.
Read more about our approach
to data privacy on page 66.
No material change to this
principal risk in FY23. A key
development during FY23 was
the expansion of our Finance
Centre of Excellence (“CenX”)
in Mumbai and Mexico City.
Increased capacity in the CenX
has enabled more automation
of internal controls, leading to
more efficient implementation
and audit. Read more about our
internal controls on page 68.
Investment in technology and resource
to manage these risks, led by the Group
Data Protection Officer and associated
subject matter experts.
Data Privacy & Security Committee
oversees projects and actions arising
around the business with senior
management. Leadership focus on
compliance, including data handling
activities as highlighted by data privacy
updates as a standing agenda item at
each Board meeting.
Compliance-conscious environment,
underpinned by mandatory training,
coupled with in-house internal audit of
information management systems and
external assurance of internal controls.
Dedicated breach response team in
place to respond to any breaches.
Intrusion detection systems in place and
regular penetration testing.
Finance and IT teams manage systems
access. Globally consistent standards are
applied across organisation.
Our internal controls, including financial
and IT, are subject to internal auditing
and external assurance review.
IT security team is responsible for
prevention of access by unknown or
unauthorised third parties, with a focus
on continuous improvement.
Information management for client
confidential data certified to ISO 27001.
Cross-functional teams prepare for and
manage the integration of acquired
businesses across financial, commercial
and regulatory risks.
Audit & Risk Committee is apprised of
activities to review and improve internal
controls in its meetings.
70
71
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Risk management and
principal risks continued
Key
No change
Increased
Decreased
Risk & status
Description
Mitigation
Risk movement
Risk & status
Description
Mitigation
Risk movement
Panel
Failure to maintain a
quality, engaged panel
that is diverse and
representative.
Industry-leading team of experts
managing all aspect of panel including
Panel Strategy and Quality, Panel Growth
& Member Experience Team.
High visibility of panel capability, growth,
and overall health metrics at board level
with regular reporting.
Checks throughout each stage of a panel
member’s interactions to ensure veracity
of data provided.
Diversification of engagement tools to
target a wide range of panel members
who prefer to engage in different ways.
High-functioning people department
including Talent Acquisition, HR Business
Partners, Employee Relations, and People
Experience and Development teams.
Vision, mission and values clearly defined
and communicated to the business.
Internal communications team to
maintain staff engagement.
Investment in training and development
opportunities. Wide range of talent
attraction routes, including graduate
schemes.
Succession planning process for all key
roles, as well as long-term incentive plans
to retain key personnel.
Group activities are scrutinised by the
Board, Committees and external auditors.
Management is supported by a team of
qualified professionals, external advisors,
compliance and legal teams. Rigorous
tender process in place for new advisors.
Directors (both PLC and subsidiary)
receive training on their responsibilities.
Compliance team manage areas of
heightened regulatory risk (e.g. bribery)
through flagship policies, processes and
diligent documentation.
People &
Culture
Failure to attract and retain
talent with the appropriate
skills to achieve our long-
term growth in the highly
competitive labour markets
in which we operate.
Failure to build compliant
culture at pace to meet
headcount growth.
Regulatory
Failure to comply with
legal and regulatory
requirements for a listed
company with overseas
subsidiaries for reasons
such as:
•
•
•
lack of knowledge or
adequate advice;
lack of understanding
of relevant legislation or
regulations; or
inability to follow
company policy.
Overall panel risk has increased
during FY23. This increase
is driven by competition for
panel members and greater
risk of panel fraud, which are
increased risks industry wide
(not specific to YouGov).
Significant investment
has been made in panel
engagement this year, notably
the creation of YouGov Plus
(for our most highly engaged
US and UK members), to help
differentiate our member
journey from our competitors.
We continue to innovate with
prevention and detection
techniques to tackle panel
fraud. Read more about our
panel engagement initiatives
on page 60.
There was no material change
to this principal risk in FY23.
Investment has been made in
the People function, including
the creation of a Chief People
Officer role, to better support
the wider business. Dedicated
resource has been allocated
to defining our employee
value proposition and to target
improvements in our employee
experience throughout FY24.
Expansion into new regions
(e.g. CenX in Mexico) has
opened up new markets for
talent.
On balance, this risk has
decreased in likelihood during
FY23, largely due to increased
investment in external advisors
and in-house legal experts.
Global teams are supported
and advised in their activities
by the in-house and external
teams. A focus on prevention
has taken place in FY23
including close monitoring of
mandatory training compliance
amongst all global staff. You
can read more about our
key compliance policies on
page 89.
Reputation
Failure to protect the
Group’s reputation leading
to a loss of confidence by
our customer base and the
wider public; affecting our
ability to recruit and retain
employees and panellists.
Damage to our reputation
could arise from a range
of events, for example
from our services not
meeting standards or a
leak of confidential data.
Given general scepticism
towards the market
research and data analytics
industry, reputational
damage could be difficult
to recover from.
Strategy
The key risk areas have
been identified as:
• Failure to achieve
projected growth in line
with our annual budget
and/or not meeting
strategy objectives
in line with market
expectations.
• Failure to identify or
execute a successful
strategy for the
business leading to
loss of client base,
inadequate resources to
provide new products
and/or services, and/or
changes in technology
resulting in YouGov’s
offering becoming
outdated.
There has been no material
change to this principal risk
in FY23. During the year, we
tested our crisis response
processes, implementing any
identified improvements to
enable a robust response to
any reputational risk.
During a period of change
following the end of FYP2
into our new strategic growth
plan we have determined
that the key strategy risks
are naturally higher than in
prior year. Significant investor
engagement has taken place
during the year to mitigate
this risk, most notably the
Capital Markets Day in May
2023. This event was well
attended and received positive
feedback from investors. The
event included demos of our
innovative products as well
as the first release of our new
strategic growth plan.
In-house editorial team and external PR
advisors actively monitor the media.
Executive Directors are experienced in
responding to the media.
Retaining of internal and external
communications professionals, including
experts on managing financial and
corporate relations. Media interactions
are handled by designated spokespeople.
Policies in force to control editorial,
public relations and social media.
Panel team actively monitors panellist
feedback through various media, including
email, on our websites and in surveys.
Crisis response procedures in place to
respond to reputational events if they
occur.
The Board regularly assesses progress
against the current strategic growth
plan and is integral to setting new
strategic plans.
Long-term incentive plans link senior
management remuneration to profit
growth (see the Directors’ Remuneration
Report on page 106).
Senior management focus on developing
and implementing new strategies,
methodologies, technologies, products,
and services.
Robust planning process in place
involving key stakeholders across the
business, see page 49.
Regular review of Company performance
against market expectations by
the Board.
Management meets regularly with the
Company’s brokers to review market
expectations and messaging. Our
Investor Relations Director handles
investor engagement.
For detailed discussion on the financial risks facing the Group, see Note 23 on pages 186 to 188.
The Strategic Report is approved by the Board and signed on its behalf by:
Steve Hatch
Chief Executive Officer
10 October 2023
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023STRATEGIC REPORT Governance
Report
G O V E R N A N C E R E P O R T
C O N T E N T S
Governance Report
Chair’s Introduction to Governance
Board of Directors
QCA Code
Corporate Governance Report
Nomination Committee Report
Senior Independent Director's Statement
on Board Succession
Audit & Risk Committee Report
External Audit Tender
Directors’ Remuneration Report
Remuneration Committee
Chair’s Statement
Directors’ Remuneration Policy
Annual Report on Remuneration
Directors' Report
Statement of Directors’ Responsibilities
76
78
82
84
92
95
96
102
104
104
109
117
126
129
74
74
YouGov plc Annual Report & Accounts 2023
YouGov plc Annual Report & Accounts 2023
75
75
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Chair’s Introduction
to Governance
“Our refreshed Board
brings hugely valuable and
relevant skills to YouGov
as we progress into the
Company’s next strategic
growth plan.”
Stephan Shakespeare
Chair
On behalf of the Board of Directors of YouGov plc (the “Board”),
I am pleased to present the Corporate Governance Report for
the reported year to 31 July 2023.
It is an honour to have stepped into the role of Board Chair on
1 August 2023 to lead the Board and to provide continuity and
stability to YouGov as we continue our evolution into a platform
business under the leadership of our new CEO, Steve Hatch.
I would like to pay tribute to my predecessor, Roger Parry
CBE, who was Chair of YouGov for over 16 years. Roger’s
commitment and dedication to the company, and to ensuring
a strong governance model, means that we are well placed for
the next growth phase. This was demonstrated in his final few
months with us when he led the Board’s thorough discussions
and negotiations leading to our entering into a commitment
to purchase GfK’s Consumer Panel Business. Roger has been
a real partner in our pursuit of stretching goals, always being
challenging and supportive in equal measure, and it has been a
pleasure to work with him so closely.
Throughout the year, YouGov’s governance framework has
evolved to support the business’ continued growth. The
Board is committed to delivering high standards of corporate
governance, commensurate with the size, stage of growth and
nature of the activities of the YouGov Group (the “Group”), to
its shareholders and other stakeholders, including employees,
panel members, customers, suppliers and the wider community.
Notice of AGM
• YouGov plc’s 2023 Annual General Meeting (“AGM”) will
take place on 7 December 2023
• Shareholders are welcome to submit questions for the
Board in advance of the meeting
• Read our Notice of AGM on page 201
Our corporate governance framework
YouGov plc (the “Company”) has adopted the QCA Corporate
Governance Code as its benchmark for good corporate
governance practice since 2014. The Board has formally
adopted the most recent edition of the Code (the “QCA
Code 2018”).
As Chair, I have oversight of how our corporate governance
processes and procedures meet the requirements of the
QCA Code 2018. While we have chosen not to follow the UK
Financial Reporting Council (the “FRC”) Corporate Governance
Code (the “FRC Code”) – the Board has determined that
the QCA Code 2018 is best suited to the size and type of
our business – we consider the principles of the FRC Code
in our governance activities. We are monitoring the FRC’s
current consultation into the FRC Code, which is aiming to
strengthen areas such as controls and their effectiveness, and
responsibilities of the Board and Audit & Risk Committee for
sustainability and ESG reporting, which will take effect from
1 January 2025. Subject to the FRC’s final recommendations,
we will consider and apply such recommendations as, and
when, we consider them to be appropriate for YouGov.
Our Board meetings have continued to operate in person, and,
this year, we held two Board strategy days in New York and
Zurich. This provided an opportunity to meet with key clients
and staff in both locations and was critical in the development
of our new strategic growth plan, which was subsequently
presented to investors and analysts at our Capital Markets Day
in May 2023.
Corporate governance highlights from the year include the
following:
• Work undertaken on Board succession planning and
composition
• Oversight of the acquisition of GfK’s European Consumer
Panel Business
• Two Board strategy meetings held
• Development of a new strategic growth plan
• Capital Markets Day held in May 2023
• External audit tender process led by the Audit & Risk
Committee Chair
Our Governance department, led by the Chief Governance
& Compliance Officer and Company Secretary, supports the
Board of Directors to ensure that high standards of corporate
governance and compliance are maintained.
Board composition
Board composition and succession planning has been a
priority for the Board and, as set out in last year’s report,
the Nomination Committee, with support from leading
international executive search firm Egon Zehnder, conducted a
rigorous assessment of the Board's composition and the skills,
experience, structure and roles that are needed to support
the Company's next phase of growth and ensure continued,
effective leadership of the Group.
As noted earlier, in August 2023, I took over as Non-Executive
Chair from Roger Parry, with Steve Hatch joining the company
as CEO following a comprehensive international search
process. We also welcomed Shalini Govil-Pai and Devesh
Mishra as Non-Executive Directors in February 2023. Shalini's
technical and consumer expertise, and Devesh's operational
and engineering experience, both gained within the US and
UK technology industries, bring hugely valuable and relevant
skills to YouGov as we progress into the next strategic growth
plan. Nick Prettejohn assumed the role of Senior Independent
Director in August 2023, taking over from Rosemary Leith, who
has stayed on the Board following this planned transition and
continues to be Chair of the Remuneration Committee.
As of the date of this report, the Board consists of three
Executive Directors and six Independent Non-Executive
Directors, plus me as Non-Executive Chair of the Board. The
Non-Executive Directors have a wide range of commercial,
technology, and academic experience (see page 86 for the
Board Skills Matrix) to support YouGov during the next phase
of our growth journey.
For information on the work of the Nomination Committee
during the year, including a detailed report on the succession
planning activities and decisions, see the Nomination
Committee Report on pages 92 to 94.
Corporate culture
When it was founded, YouGov was a pioneer in online market
research, and we remain at the forefront of innovation in our
industry to this day. A key facet of our corporate culture is
that we retain the ambitious, entrepreneurial spirit that was
formed in YouGov’s early days. This spirit is paired with a
professionalism alongside a corporate structure appropriate to
a company of our size and industry.
Our values – be fast, be fearless, get it right, trust each other,
and respect – are core to the way we operate. We expect all
our staff to represent these values in their day-to-day activities
and we ensure this through training, policies and setting the
tone from the top.
The Board monitors corporate culture through regular
interaction with senior management and, for the Executive
Directors in particular, day-to-day contact with colleagues at all
levels throughout the business.
The Board is also provided with regular updates on work being
done as a result of feedback from employee engagement
survey results. This has led to the introduction of the Global
Engagement Action Plan 2023, which focuses on working
conditions, communication and career development.
Culture continues to be an area of focus for the Board
as we see it as key to the achievement of our corporate
objectives. A strong culture, reinforced by the tone from
the top, is particularly important as we continue to onboard
new employees to support our organic growth and
through acquisitions.
External audit tender
During the year, the decision was taken by the Audit & Risk
Committee to carry out an external audit tender, with Grant
Thornton selected to replace PwC as external auditors for
FY24. For more information on the process, see the Audit & Risk
Committee Report on pages 96 to 101.
Stakeholder engagement
Our stakeholders are essential to the delivery of our strategic
growth plan. You can read more on how we have engaged
with our registered panel members, employees, shareholders
and other stakeholders during the year on pages 50 to 67 and
page 49.
Corporate Governance Report
This Corporate Governance Report sets out our approach to
governance, provides further information on the operation of
the Board and its Committees, and explains how the Group
complies with the QCA Code 2018. A summary of how we
comply with each aspect of the Code is provided on pages
82 to 83.
On behalf of the Board and shareholders, I would like to thank
all our employees for their dedication to YouGov and their
contribution to our ongoing success.
Stephan Shakespeare
Chair, YouGov plc
10 October 2023
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N
Stephan Shakespeare
Non-Executive Chair
Steve Hatch
Chief Executive Officer
Alex McIntosh
Chief Finance Officer
A N R
A N R
Sundip Chahal
Chief Business Officer
Nick Prettejohn
Independent Non-Executive and
Senior Independent Director (“SID”)
Rosemary Leith
Independent Non-Executive Director
Appointment to the Board
Appointment to the Board
Appointment to the Board
Appointment to the Board
Appointment to the Board
Appointment to the Board
Founded YouGov in March 2000
August 2023
December 2017
December 2017
June 2022
February 2015
Stephan co-founded YouGov and was
CEO of the Company from March
2000 to August 2023. One of the
pioneers of internet research, Stephan
has been the driving force behind
YouGov’s innovation-led strategy. He
was Chair of the Data Strategy Board
for the Department for Business,
Innovation and Skills from 2012 to
2013 and led the Shakespeare Review
of Public Sector Information. He is a
commissioner for the Social Metrics
Commission, an independent charity
dedicated to helping UK policy makers
and the public understand and take
action to tackle poverty. Stephan
has an MA in English Language and
Literature from Oxford University.
Stephan assumed the role of Chair on
1 August 2023 upon the retirement of
Roger Parry on 31 July 2023.
Steve was appointed CEO of YouGov
on 1 August 2023. He has over 30
years' experience leading high growth
marketing, media and technology
companies. He joined Facebook in
2014 as their first Regional Director for
the UK, overseeing the fundamental
evolution of the platform. In 2016,
Steve became Meta's Vice President
for Northern Europe, managing all
business operations and strategy for
the region and driving the introduction
of Meta's e-commerce products and
development of the company's insight
tools. Prior to joining Facebook/Meta,
Steve spent 15 years at WPP, his final
role being CEO of media agency, MEC,
which he led to become Agency of
the Decade in 2013. Before joining
WPP, Steve worked in strategy roles at
Omnicom and Y&R.
Alex has been with YouGov since
2007. He initially joined YouGov as
Corporate Finance Manager, focussing
on planning, budgeting and corporate
development. He became Chief
Strategy Officer in 2011 and played
a leading role in the development of
YouGov’s strategic plans and data
product developments. Alex also held
the role of Chief Executive Officer of
the UK business from 2015 to 2016.
Alex previously worked in corporate
finance, advising a wide range of
companies on their growth plans,
and first worked with YouGov in
2005, while at Grant Thornton, when
he assisted with the Group’s initial
public offering on AIM. Alex holds a
BSc (Hons) in Applied Accounting,
an MSc in Finance, and is a Fellow
of the Association of Chartered
Certified Accountants.
Nick is Chair of Reach plc and Chair of
the TSB Banking Group. Nick has been
a Director of Legal and General, Chair
of Brit Insurance and Scottish Widows
and a Non-Executive Director of the
Lloyds Banking Group. In addition,
he has been a Board member of the
Prudential Regulation Authority and
a member of the BBC Trust. Nick is
a Companion of the Royal Northern
College of Music, a Board member
at Opera Ventures and Chair of
the human rights charity, Prisoners
Abroad. Nick assumed the role of
Senior Independent Director on
1 August 2023.
Sundip has been with YouGov
since 2005 and was the Group’s
Chief Operating Officer from 2014
to 31 July 2023 when he assumed
the role of Chief Business Officer
with a remit for leading integration
and growth strategies at YouGov.
He initially joined YouGov in the
UK business as BrandIndex Sales
Director, becoming Managing
Director of Data Products in 2008.
In 2009, he was appointed as Chief
Operating Officer of YouGov’s MENA
business and relocated to Dubai to
oversee the expansion of YouGov’s
core online services across the
Middle East, North Africa and Asia.
In 2010, he was promoted to Chief
Executive Officer of YouGov MENA.
Prior to joining YouGov, Sundip
gained experience of the market
research industry with Ipsos Mori and
Research International.
Rosemary's focus is Deep Tech, Data
and Fintech, following a career in private
equity. She is a Non-Executive Director
of Proton AG, the Geneva-based Swiss
technology company and creator of
one of the world's most secure email,
Non-Executive Director of Intermediate
Capital Group plc and Chair of the Risk
Committee, Senior Advisor to PE Motive
Partners/Motive Ventures, and Senior
Advisor to SandboxAQ, a Quantum
and AI company spun out of Google in
early 2023. She is co-founding Director
of the World Wide Web Foundation,
where she is a champion for Gender
Rights Online, and a Trustee of the
National Gallery, where she is Chair
of the Digital Advisory Board. For the
past dozen years, she continues to be
a Fellow at Harvard’s Berkman Klein
Center for Internet and Society. She has
been the Chair of the World Economic
Forum Global Agenda Council on
Future of Internet Security. She was
previously a Non-Executive Director at
HSBC (UK) plc, and, until July 2023, was
Senior Independent Director at YouGov.
Rosemary stepped down from her role
as SID on 1 August 2023. She remains on
the Board and continues as Chair of the
Remuneration Committee.
Key
A
Audit & Risk Committee
R
Remuneration Committee
N Nomination Committee
Chair
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continued
A N R
N R
N R
Ashley Martin
Independent Non-Executive
Director
Andrea Newman
Independent Non-Executive
Director
Shalini Govil-Pai
Independent Non-Executive
Director
Appointment to the Board
Appointment to the Board
Appointment to the Board
September 2018
December 2017
February 2023
Ashley is Non-Executive Director and
Chair of the Audit & Risk Committee
at Zegona Communications plc. Until
2018, he served for nine years as
Non-Executive Director and Chair of
the Audit Committee at Rightmove
plc. Ashley has held main board
executive roles at several high-
growth entrepreneurial businesses,
mainly in the technology, media and
communications sector, including
Tempus Group plc, Rok plc and The
Engine Group. He is a Fellow of the
Institute of Chartered Accountants.
Andrea is a seasoned brand
marketeer with over 25 years of
global experience. Most recently, she
was Group Vice President Brand at
Mandarin Oriental Hotel Group and,
prior to that, she was Global Head
of Brand at HSBC, where she spent
23 years in various international
marketing roles. In 2021, Andrea
was seconded from HSBC to HRH
the Prince of Wales Sustainable
Markets Initiative as Chief Marketing
and Communications Officer for a
12-month funded placement. Andrea
has lived and worked in the UK, US
and Asia Pacific and has an MA Hons
from the University of Edinburgh.
Shalini is a seasoned technology
leader with over 25 years of
experience in defining strategy
and scaling consumer businesses,
globally. She is a trusted advisor to
the C-suite on new product areas,
having delivered bottom-line results
by launching transformative solutions
at Google, YouTube and Pixar. She
is currently General Manager and
Vice President of TV at Google and
is based in the US. Previously, she
served as YouTube’s Senior Director of
Technology Solutions, where she grew
the ecosystem ten-fold and at Pixar
Animation, where she launched the
blockbusters Toy Story and A Bug’s
Life. Shalini holds a Distinguished
Alumni award from IIT, Bombay
and an Outstanding Engineering
Alumni award from Pennsylvania
State University.
A N
Devesh Mishra
Independent Non-Executive
Director
Appointment to the Board
February 2023
Devesh has over 25 years of global
operating leadership experience
across technology, product, and
business operations. He joined
Deliveroo in 2021 as Chief Product and
Technology Officer and is based in the
UK. Previously, Devesh spent 16 years
at Amazon, where his most recent
role was Vice President of Global
Supply Chain, managing a multi-
billion-dollar spend. He also holds
an advisory board role at Zero100,
a community-based education and
research platform.
Former Board members,
who served in FY23
Roger Parry
Former Independent
Non-Executive Chair
Appointment January 2007
Resigned July 2023
Roger is Chair of Oxford Metrics
and a Non-Executive Director of
Uber UK. Roger was co-founder
of the international marketing
communications group MSQ
Partners. Roger was previously Chair
of Future Publishing, Johnston Press
and Shakespeare’s Globe Trust; a
consultant with McKinsey & Co; CEO
of More Group, and CEO of Clear
Channel International. Roger was
educated at the Universities of Oxford
and Bristol. He is a Visiting Fellow of
Oxford University. He was awarded
the CBE in 2014. He is the author of six
books, including The Ascent of Media
and Anticipating Disruption.
Roger stepped down from the Board
on 31 July 2023.
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Key
A
Audit & Risk Committee
R
Remuneration Committee
N Nomination Committee
Chair
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT QCA Code
The Company has adopted the Quoted Companies Alliance
("QCA'') Corporate Governance Code (the "QCA Code").
In this section, we set out a summary of what we have done to comply with the 10 principles of the QCA Code and signpost where
further information can be found in this report.
Principles
Deliver Growth
1. Establish a strategy and business model
that promotes long-term value for
shareholders
2. Seek to understand and meet shareholder
needs and expectations
3. Take into account wider stakeholder
and social responsibilities and their
implications for long-term success
4. Embed effective risk management,
considering both opportunities and
threats throughout the organisation
How we have complied during the year
Principles
How we have complied during the year
The Board held two strategy meetings and oversaw the development of the
new strategic growth plan.
Further information on the Group’s business model and strategy can be
found on pages 22 to 25 and 34 to 35.
The Board and Management proactively engaged with shareholders
to ensure they have been kept up to date with developments on Board
succession, strategic planning and the remuneration policy.
Further information on how we engage with investors can be found on
pages 48 to 49.
We continued to deliver on our ESG roadmap. YouGov’s approach to ESG
reflects an understanding of our impact on our stakeholders as per the
requirements of S172(1) of the Companies Act 2006. Our key stakeholders
include our panel members, employees, community, clients, suppliers and
partners, shareholders, the media and the environment.
Our S172 statement can be found on pages 48 to 49.
The Board reviewed the Group's risk management process and
Management undertook an exercise to identify and document the Group's
key risks, assess their likelihood and impact, and identify mitigating actions
and associated responsibilities.
Further information on risk management and the role of the Audit & Risk
Committee can be found on pages 68 to 69 and 96 to 101.
Maintain a dynamic management framework
5. Maintain the board as a well-functioning,
balanced team led by the Chair
6. Ensure that, between them, the
Directors have the necessary up-to-date
experience, skills and capabilities
The Nomination Committee, with support from leading international
executive search firm Egon Zehnder, conducted a rigorous assessment of
the Board's composition and the skills, experience, structure and roles that
are needed to support the Company's next phase of growth and ensure
continued, effective leadership of the Group.
Further information on Board composition and succession planning can be
found on pages 84 and 95.
The Board undertook a review of its skills and capabilities as part of the
annual Board performance review.
Further information on the Board’s skills and experience can be found on
pages 78 to 81 and 86.
7. Evaluate Board performance based on
clear and relevant objectives, seeking
continuous improvement
The Company Secretariat conducted an internally facilitated review of the
performance of the Board and each of its Committees.
Further information on this review can be found on pages 88 to 89.
8. Promote a corporate culture that is based
on ethical values and behaviours
The Board continued to monitor corporate culture through regular
interaction with senior management, including the Senior Leadership
Team, and, for the Executive Directors in particular, day-to-day contact with
colleagues at all levels throughout the business.
Further information on culture can be found on page 77.
9. Maintain governance structures and
processes that are fit for purpose and
support good decision making by the
Board
YouGov’s governance framework continued to evolve to support the
business’ growth. The Board is committed to delivering high standards of
corporate governance and is compliant with all principles of the QCA Code.
Further information on our governance structures can be found on page 88.
Build trust
10. Communicate how the Company
is governed and is performing
by maintaining a dialogue with
shareholders and other relevant
stakeholders
The Company maintained a regular and ongoing level of communication
with shareholders and other stakeholders. Our corporate website also
contains information that is useful to shareholders and interested parties.
Further information on our communications with stakeholders can be found
on pages 48 to 49.
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The Board
Board composition
On 31 July 2023, the Board comprised three Executive Directors
and seven Independent Non-Executive Directors, including a
Non-Executive Chair. On 1 August 2023, Stephan Shakespeare
took over from Roger Parry as Chair of the Board and Steve
Hatch was appointed as CEO. Following these changes, the
Board comprised three Executive Directors, six Independent
Non-Executive Directors, and a Non-Executive Chair.
The names of the Directors during the year, and up to the date
of signing the financial statements, their biographies and their
respective responsibilities are shown on pages 78 to 81.
Directors' independence, time
commitment and development
The Board, periodically, reviews its composition and
succession plans to ensure that new appointments create an
appropriate mix of skills and experience, and a level of diversity
and independence that supports the Group’s objectives for
business growth.
The key factors considered by the Board when determining a
Director’s independence are: (i) other commitments; (ii) tenure;
and (iii) the personal qualities demonstrated in the boardroom.
Weight is given to how a Director exercises their judgement,
and to the level of engagement and challenge that they
provide in Board and Committee discussions.
Independence is reviewed annually by the Board. Principle
5 of the QCA Code confirms that independence is a Board
judgement. Each of the Non-Executive Directors (excluding
the Non-Executive Chair) is considered by the Board to be
independent. Stephan Shakespeare is not considered to
be independent due to his recent executive role within the
Company. Major shareholders were engaged with in 2022 prior
to his appointment as Non-Executive Chair. Read more about
the Chair selection process in the Nomination Committee
report on page 92.
All Directors are expected to commit sufficient time to their
roles as required. As a minimum, Non-Executive Directors
commit one day per month and the Chair of the Board
commits further time, as required, to appropriately fulfil his
role. In the past year, all Directors demonstrated their ability to
commit sufficient time to their roles and contributed additional
time and support to Board succession and the planned
acquisition of GfK’s Consumer Panel business.
All Directors bring their skills and experience to the Board.
Directors are encouraged to keep their skillset up to date and
the Company provides support in this regard where needed.
For example, the Company provides access to external
advisors and externally facilitated courses where appropriate.
In 2023, this included regulatory briefings for the Remuneration
Committee facilitated by Korn Ferry – the Committee’s
appointed advisors – and “Deep Dive” presentations facilitated
by internal subject matter experts. Deep Dives during
FY23 included:
•
in-depth insight into the DACH and US businesses;
• progress on the development of the YouGov Platform;
• Data Privacy compliance achievements and challenges over
the last five years and current areas of focus;
• upcoming Corporate Governance regulatory and legislative
changes including Audit Reform; and
• progress on YouGov’s ESG Roadmap 2.
For an overview of the skills held by the Board members, see
page 86.
All Directors are required to submit themselves for re-election
at each AGM in accordance with the Company’s Articles
of Association.
Board and Committee meetings in 2023
7
Board
meetings
4
4
Audit & Risk
Committee
6
Nomination
Committee
Remuneration
Committee
Board diversity
Our commitment to diversity and inclusion pervades all
areas of our business, including our boardroom. Board
appointments, recruitment processes and succession plans
promote diversity of gender, social and ethnic backgrounds,
cognitive and personal strengths. The Board has adopted a
policy to meet, and, where possible, exceed, UK corporate
governance recommendations on Board diversity for AIM-
listed companies.
The Board is mindful of the recommendations of the Parker
Review on ethnic minority representation and the FTSE
Women Leaders Review, taking them into consideration when
evaluating Board composition.
In line with rules introduced by the Financial Conduct
Authority (“FCA”) for Main Market-listed companies, we have
voluntarily disclosed diversity data for the Board and Executive
Management4 in the charts below. While these requirements
do not apply to YouGov as an AIM-listed company, in keeping
with our transparency and data-driven approach, we have
voluntarily disclosed the Board’s diversity data in accordance
with the FCA requirements.
As at the date of this report, we have exceeded the FCA target
of at least one member of the Board being from an ethnic
minority, with three Board members, including an Executive
Director, being from an ethnic minority background. We
have not achieved the FCA target of 40% of the Board being
women, with our Board being comprised of 30% women.
Following the recent change of our Senior Independent
Director (as explained in the Nomination Committee Report on
pages 92 to 95), we have also not met the FCA target of having
a woman in one of the senior positions on the Board3.
The Nomination Committee seeks to attract more women
onto the Board through a combination of targeted succession
planning and the promotion of a culture that actively
celebrates diversity throughout the Company. We have
a strong pipeline of women in senior management roles,
including 75% of Executive Management (when Executive
Directors are excluded). In its Board succession planning, the
Nomination Committee considers this talent pipeline, giving
focus to ensuring development opportunities also extend
further into the organisation and identifying those senior
leaders with long-term potential.
Board diversity1
Board composition
Board tenure
Board gender
Board ethnic minority2
10%
30%
30%
40%
70%
30%
30%
70%
60%
30%
Executive Directors
Independent
Non-Executive Directors
Non-Executive Directors
0–2 years
3–5 years
6+ years
Female
Male
White British (or other White)
Asian/Asian British
1 Percentages based on a Board composition comprising 10 Directors as 1 August 2023.
Gender representation
Senior positions on the Board3
Female
Male
Executive Management4
Female
43%
Male
Ethnic minority2 representation
Senior positions on the Board3
100%
57%
White British (or other White)
Asian/Asian British
80%
20%
Executive Management4
White British (or other White)
71%
29%
Other ethnic group,
including Arab
2 We have chosen to use the term “ethnic minority” to refer to racial and ethnic groups that are statistical minorities in the UK population. We recognise that many of these racial
and ethnic groups are majorities in the global population. For the purposes of this report, we have made a binary distinction between white and ethnic minority groups, and we
have classified employees with partially white mixed ethnic backgrounds (e.g. Black Caribbean and White, Asian and White, etc.) under the term “ethnic minority.” For details on
the % of each individual ethnic minority within the workforce, see the Workforce Diversity Report (available on our corporate website at corporate.yougov.com/esg/social).
3 We have defined "Senior positions on the Board" as Chair, Chief Executive Officer (CEO), Senior Independent Director (SID) and Chief Financial Officer (CFO), in line with
FCA guidance.
4 We have defined "Executive Management" as the Executive Directors and the other members of the Corporate Group of the Senior Leadership Team, in line with FCA
guidance.
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continued
Board operation
The Board operates both formally, through Board and
Committee meetings, and informally, through regular contact
among Directors. The Board receives regular information
from Management on the Group’s performance. Appropriate
information relating to the agenda for formal Board and
Committee meetings is provided in advance of those
meetings. For an overview of the Board Committees and their
remits, see page 88, and, for information on the work of the
Committees during the year, see pages 92 to 101.
Directors’ conflicts of interest
The Company has procedures in place to monitor and manage
Directors’ conflicts of interest. The Directors are required to
declare their interests, and those of their connected persons,
on an annual basis (and additionally when there is change).
The Company Secretariat maintain a register of said interests.
The Company’s Articles of Association permit the Board to
authorise declared conflicts of interest, and Directors may
excuse themselves from decisions when they are concerned
about a conflict or potential conflict.
Save as disclosed, no Director has, or has had, any interest
in any transaction, which is, or was, unusual in its nature
or conditions, or, which is, or was, significant in relation to
the business of the Company and which was affected by
the Company either: (i) during the current or immediately
preceding the financial year; or (ii) during any earlier financial
year and which remains in any aspect outstanding or
unperformed.
Related parties
The process outlined above, in relation to conflicts of
interest, together with the commissioning of regular share
register analysis, enables the Board to monitor the Group’s
related parties so that any related party transactions may
be quickly identified, and the subsequent compliance
obligations ensured.
Advisors
All Directors have access to the Group’s external advisors and
can obtain independent professional advice at the Group’s
expense in performance of their duties as Directors. Board
Committees are authorised to obtain professional advice on
any matter within their Terms of Reference, at the Group’s
expense. Details on advisors used by each Board Committee
can be found on their respective reports. The Company
Secretary is supported on company secretarial matters
by Indigo Independent Governance Limited (corporate
governance and company secretariat advisors), Inspired
plc (environmental reporting consultants), KPMG LLP (entity
management), Marsh (insurance brokers), Numis Securities Ltd
(Nominated Advisor) and Neville Registrars Limited (Registrar).
Contact details for advisors are on page 200.
Board meeting attendance
Director
Capacity
Stephan Shakespeare
Alex McIntosh
Sundip Chahal
Roger Parry
Rosemary Leith
Andrea Newman
Ashley Martin
Nick Prettejohn
Shalini Govil-Pai¹
Devesh Mishra1
Executive Director
Executive Director
Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Meetings
Attended
7/7
6/7
7/7
7/7
7/7
7/7
6/7
7/7
5/5
4/4
1 Shalini Govil-Pai and Devesh Mishra were appointed to the Board on
27 February 2023. Shalini attended the January 2023 Board meeting as
guest of the Chair, as noted in this table.
Board skills matrix1
Accounting/finance
Change management
Corporate governance
C-Suite level experience
Data analytics
4/10
5/10
5/10
9/10
6/10
Environmental, Social & Governance (ESG)
5/10
High-growth business
Human resources
International business
Legal
Marketing
Media
Mergers & acquisitions
Operations
PLC expertise
Public relations
Research
Risk management
Strategy development
Technology
8/10
1/10
7/10
1/10
4/10
6/10
4/10
4/10
6/10
2/10
4/10
5/10
9/10
4/10
Executive
Non-Executive Directors
1 The data in this matrix reflects the Board composition as at
10 October 2023.
Matters reserved for the board
High-level decisions on certain matters are reserved for the Board and Board Committees (the “Reserved Matters”). During the
year, the Board reviewed the Reserved Matters for the Board and each Board Committee, and determined that they remained
fit for purpose. Documentation of those matters specifically reserved for each Committee are contained within their Terms of
Reference and can be downloaded from our corporate website (corporate.yougov.com/governance).
Investor relations
Approval of published
financial results,
resolutions for
general meeting
Strategy
Overall direction and
strategy of the business,
major changes in
organisational structure,
material acquisition or
disposal of assets
Corporate governance
Establishment of Board
Committees, approval of the
corporate governance
framework, determining
independence of
Directors
Risk management
Monitoring
effectiveness of
internal control systems,
approval of principal
risks disclosure
Matters
Reserved for
the Board
Succession planning
Changes to structure,
size and composition of
Board on recommendation
from Nomination
Committee
Legal and compliance
Matters of regulatory
non-compliance, material
litigation, changes to the
Company’s listing, approval
of key policies such as
share dealing code
Capital expenditure
Changes to capital
structure, approval of
dividend policy,
share buy-back
programmes
Financial performance
Significant changes to
accounting policies,
approval of group
budget, review of group
reforecasts and approval
of group results
Matters Reserved for the
Nomination Committee
Matters Reserved for the Audit
& Risk Committee
Matters Reserved for the
Remuneration Committee
See the report of the Nomination
Committee on page 92
See the report of the Audit & Risk
Committee on page 96
See the report of the Remuneration
Committee on page 104
86
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Corporate Governance Report
continued
Board Committees
B O A R D O F D I R E C T O R S
E X E C U T I V E D I R E C T O R S
N O N - E X E C U T I V E D I R E C T O R S
Executive
Management
Nomination
Committee
Audit & Risk
Committee
Remuneration
Committee
See the report of
the Nomination
Committee on page 92
See the report of
the Audit & Risk
Committee on page 96
See the report of
the Remuneration
Committee on page 104
Board performance review
Each year, the Chair commissions a review of the Board’s performance. The objective of this performance review is to determine
whether the Board is effective in its operation and dynamics. YouGov adopts an approach whereby an internally facilitated
review is carried out on an annual basis, with an independent external review carried out every three years in line with good
governance practice. The review covers individual Director performance, the performance of the Board as a whole, board
dynamics and ways of working.
Internally facilitated performance review
In FY23, the Company Secretariat conducted an internally facilitated review of the performance of the Board and each of its
Committees. Anonymised results were presented to the Board and actions identified. This was a continuation of the internally
facilitated Board performance review and the external review undertaken by Egon Zehnder, which took place in the previous year.
A summary of the process is shown in the diagram below.
Throughout the year
Board and Committee performance review
Ad-hoc feedback on Board
performance provided to
the Company Secretary and
Chair during the year
Comprehensive
questionnaire issued for
completion
Face-to-face discussion
with a facilitator to discuss
response and any additional
matters
Regular progress updates
against the action plan are
provided
Anonymised results are
presented to the whole
Board and an action plan
is agreed
Results of the performance
review are collated and
analysed by the facilitator
Outcomes of performance review
No material areas of concern were identified by the review, which concluded that the Board and each of its Committees are
operating effectively.
Recommendations from the review were approved by the Board and the following actions arising will be completed during
the year ahead:
Area
Recommendation
Board education
Board operation
Committee
composition
Board succession
planning
Deliver education on YouGov’s products and services suite to the Non-Executive Directors every six months.
Review the format and length of Board papers to improve readability and signposting of material matters.
Review the Committee compositions to ensure they remain suitably constituted.
Consider the appointment of a new Non-Executive Director following the planned stepping down from
the Board by Rosemary Leith in 2024.
Board review of key controls and
procedures
The Board maintains full control and direction over appropriate
strategic, financial, business and compliance issues and has
put in place an organisational structure with defined lines of
responsibility and delegation of authority.
• appointing experienced and suitably qualified staff to
take responsibility for key business functions to ensure
maintenance of high standards of performance;
• appraisal and approval of proposed acquisitions by the
Board; and
• external assurance reviews of key risk areas.
The Board, prior to granting approval, reviews the annual
budget and forecasts. This includes the identification and
assessment of the business risks inherent in the Group as well
as in the data analytics, market research and media sectors,
along with associated financial risks.
The system of internal controls is designed to manage, rather
than eliminate, the risk of failure to achieve business objectives,
in addition to providing reasonable, but not absolute,
assurance against material misstatement or loss. These include
controls in relation to the financial reporting process and the
preparation of consolidated accounts.
This approach is regularly reviewed by the Board and is in
accordance with FRC guidance.
The key procedures include:
For information on the Audit & Risk Committee’s activities
on internal controls, including the external assurance work
undertaken during the year, see page 99.
Board review of key compliance policies
YouGov is committed to conducting its business with honesty
and integrity. We expect all employees, and others who work
at YouGov, such as contractors, to maintain high standards.
Our governance framework is underpinned by several key
compliance policies.
Our mandatory governance and compliance curriculum on
YouGov Academy is focussed on our Global Code of Conduct
& Ethics, which acts as an umbrella policy to our company
policy suite, while also setting expectations for compliant and
ethical behaviour.
• a detailed budgeting programme with an annual budget
approved by the Board;
•
regular review by the Board of actual results compared with
budget and forecasts;
Our key Company policies are reviewed annually and
submitted for Board approval at least once each year. These
policies apply to our global workforce and failure to comply
may result in disciplinary action.
•
regular reviews by the Board of year-end forecasts;
The key Company policies subject to Board approval are:
• establishment of procedures for acquisitions, capital
expenditure and expenditure incurred in the ordinary course
of business;
• detailed budgeting and monitoring of costs incurred on the
development of new products;
•
reporting to, and review by, the Board about changes in
legislation and practices within the sector, and accounting
and legal developments pertinent to the Group;
Global Code of Conduct & Ethics
The Code brings together all our existing Company policies,
as well as codifying our expectations on behaviour, ethical
decision making, communications and speaking up. All
employees complete mandatory training on the Code and are
expected to comply with it.
88
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Corporate Governance Report
continued
Group anti-bribery policy
Compliant with the UK Bribery Act 2020, this policy sets out the
measures in place to eliminate bribery and/or corruption from
our companies. The policy includes a procedure for declaring
gifts and hospitality along with guidance on what constitutes
inappropriate gifting/hospitality.
Group anti-facilitation of tax evasion policy
Compliant with the UK Criminal Finances Act 2017, the policy
sets out the Company’s zero tolerance approach to tax evasion
and details how employees are expected to act to ensure
no tax evasion takes place. It contains guidance on how to
recognise tax evasion and how to approach tackling it.
Group whistleblowing policy
The policy considers the Whistleblowing Arrangements
Code of Practice issued by the British Standards Institute,
guidance by the UK whistleblowing charity Protect, and the
EU Whistleblowing Directive (as it applies to our European
entities). Its purpose is to enable employees, and those who we
work with, to raise concerns about illegal or unethical conduct
in the business. The policy communicates that confidentiality
will be respected, provides guidance on how concerns can be
raised, and provides reassurance that concerns can be raised
without fear of reprisal. A summary of the policy is available on
our corporate website along with contact details should a third
party wish to raise a concern with us.
Group share dealing policy and group restricted
persons’ share dealing code
Our dealing policies outline how we expect employees to
transact in the dealing of YouGov securities to ensure that
they do not misuse, or put themselves at risk of suspicion of
misusing, information about the Company that is not public.
Our Group Restricted Persons’ Share Dealing Code applies to
Directors, persons discharging management responsibilities
(“PDMRs”) and those employees who have regular access to
insider information.
Group Risk Management Policy and Procedure
To ensure an effective review of corporate risks, the Group Risk
Management Policy and Procedure outlines the process to be
followed each year to create an accurate register of the risks
facing the business. The policy also outlines the approach to
be taken when creating the principal risks for disclosure in the
Annual Report & Accounts (see pages 68 to 69).
Communicating with shareholders
The Executive Directors and the Investor Relations Director
meet regularly with institutional shareholders to discuss the
Group’s performance, as do the Non-Executive Directors from
time to time. At these meetings, the views of institutional
shareholders are canvassed and, subsequently, reported back
to the full Board.
The AGM is available as a forum for communication with
shareholders. Chairs of each Committee attend the AGM to
address any queries about their Committee’s performance
during the year.
Our corporate website (corporate.yougov.com) is a key
channel of engagement with our stakeholders, including
our shareholders. It provides information about compliance,
business announcements, financial results and reporting.
The Investor Relations Director is the key
contact for shareholders and can be reached at
investor.relations@yougov.com. For details on the Company’s
approach to shareholder engagement, see pages 48 to 67.
Shareholder engagement highlights in FY23
2 0 2 3
October
December
March
May
August
Engagement
with major
shareholders
on Board
succession
plans
Annual
General
Meeting
FY23 half-
year results
roadshow
Capital
Markets Day
Engagement
with major
shareholders on
remuneration
policy
2 0 2 2
October
FY22 full-
year results
roadshow
90
Board Deep Dive Sessions 2022/2023
Board Strategy Meeting
Zurich
November 2022
Topics addressed
Stakeholders considered
• DACH Business Overview
• DACH client presentations
Board Meeting
London
March 2023
Stakeholders considered
Topics addressed
• Data Privacy
• Corporate Governance, including
Audit Reform
• Environmental, Social and
Governance (ESG)
Board Strategy Meeting
New York
May 2023
Topics addressed
Stakeholders considered
• Development of YouGov’s next
strategic growth plan
• US client presentations
Key
Clients
Suppliers and Partners
Shareholders
Media
Panel members
Employees
Community
Environment
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT
Nomination Committee Report
Main areas of responsibility
• Composition of Board and Board Committees
• Succession planning for Board and Committee roles
• Effectiveness of Directors
Members
The Committee comprises entirely Non-Executive Directors.
Committee Member
Stephan Shakespeare1
Roger Parry2
Rosemary Leith
Andrea Newman
Ashley Martin
Nick Prettejohn
Shalini Govil-Pai3
Devesh Mishra
Role
Chair
Former Chair
Member
Member
Member
Member
Member
Member
Meetings
Attended
3/3
4/4
4/4
4/4
4/4
4/4
2/2
1/1
1 Stephan Shakespeare was appointed as Chair of the Committee on
1 August 2023. He attended three meetings in FY23 at the invitation of the
Former Chair.
2 Roger Parry resigned as Chair and left the Committee on 1 August 2023.
3 Shalini Govil-Pai was appointed as a Member of the Committee on
27 February 2023. She attended the Committee’s January 2023 meeting at
the invitation of the Former Chair.
Dear shareholder
I am pleased to present to you the report of the Nomination
Committee (the “Committee”) for the year ended 31 July 2023.
Areas of responsibility
The Committee is responsible for:
•
identifying the talent, skills, diversity and experience
required for the next stage in the Group’s development;
• keeping close watch on succession planning and possible
internal candidates for future Board roles; and
• assisting the Board Chair (or, where appropriate, the Senior
Independent Director), in assessing the effectiveness
of each Director, and taking steps to remove any
underperforming Director.
In fulfilling its role, the Committee considers the outcome of
any Board performance review.
“After successfully
implementing the largest
Board succession plan
in YouGov’s history, the
Committee moves into the
new strategic plan with a
renewed focus for capitalising
on the diverse talent pipeline
to maximise succession
opportunities for the future.”
Stephan Shakespeare
Chair, Nomination Committee
C O M M I T T E E C O M P O S I T I O N
Ashley
Martin
Member
Rosemary
Leith
Member
Andrea
Newman
Member
Stephan
Shakespeare
Chair
Nick
Prettejohn
Member
Shalini
Govil-Pai
Member
Devesh
Mishra
Member
4
Nomination Committee meetings held
92
Membership and attendance at meetings
On 1 August 2023, I took over as Chair of the Committee
from Roger Parry, following his resignation from the Board.
The Committee comprises the Board’s Non-Executive
Directors. We were delighted to welcome Shalini Govil-Pai and
Devesh Mishra to the Committee upon their appointment to
the Board in February this year.
The Company Secretary attends meetings as Secretary to
the Committee and, by invitation of the Chair, meetings
are attended by the Chief Executive Officer and external
professional advisors for all, or part of, any meeting as and
when appropriate and necessary.
Terms of reference and reserved matters
The Committee operates within the parameters of its Terms
of Reference agreed by the Board and reviewed in December
2022. The Board has, formally, delegated certain matters to the
Committee, including Board succession planning, which are
considered reserved matters.
Terms of Reference and reserved matters for the Committee
are available on the Company’s corporate website
(corporate.yougov.com/governance).
Advisors
Following a thorough tender process, Egon Zehnder were
appointed as advisors to the Committee from July 2021 to
August 2023. Egon Zehnder is a leading international executive
search firm. Their remit was to support the Board succession
programme and provide expert advice to the Committee
on all aspects of succession planning. The programme
included the appointment of the new Chair, CEO and
Non-Executive Directors.
The Committee is satisfied that Egon Zehnder has
no connection to the Company other than advising
on succession.
Activities during the year
Board composition review
As reported last year, following the announcement that Roger
Parry would be retiring from the role of Board Chair, the
Nomination Committee conducted a rigorous and considered
assessment of the Board composition and the business’
requirements to agree the skills, experience, structure and
roles that are needed at Board and management level to
support the Company’s next phase of growth. Throughout
their deliberations on succession, the Committee have been
mindful that a suitably composed Board includes diversity
of identities, cognitive and personal strengths, in addition
to diversity of skills, experience, industry knowledge, tenure
and independence.
This assessment of Board composition, which was supported
by Egon Zehnder, led to decisions on the Chair's role and
additional Non-Executive roles, new roles in the Senior
Leadership Team, as well as the adoption of a Board
Diversity Policy.
Board succession planning
CEO role
Steve Hatch became YouGov’s new CEO on 1 August 2023.
This appointment followed a comprehensive international
search process led by the Nomination Committee, supported
by Egon Zehnder, which considered a wide range of both
internal and external candidates.
Steve brings over 30 years of relevant leadership experience
and valuable sector expertise in consumer profiling,
e-commerce, and business transformation with a proven
track record in scaling technology platforms and digital
media businesses. These capabilities make Steve perfectly
suited to lead YouGov through its third strategic growth plan
and beyond.
Non-Executive Director roles
During the first half of FY23, the Committee worked with
Egon Zehnder to identify and select additional Non-Executive
Directors to strengthen and diversify the Board, and to increase
the size of the Board to one commensurate with the current
size and nature of the Company.
We were joined by Shalini Govil-Pai and Devesh Mishra as
Non-Executive Directors in February 2023. Shalini's technical
and consumer expertise, and Devesh's operational and
engineering experience, both gained within the US and UK
technology industries, will bring hugely valuable and relevant
skills to YouGov as we progress into the next strategic
growth plan.
You can learn more about the appointment of the
Non-Executive Chair on page 95.
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Nomination Committee Report
continued
Senior Independent Director's Statement on
Board Succession
Senior Independent Director transition
As part of the Board succession plan, Nick Prettejohn assumed
the role of Senior Independent Director from Rosemary Leith
on 1 August 2023. Nick is an experienced Non-Executive and
Executive Director, including as Non-Executive Chair of a UK
Main Market-listed company. In a prior role, Nick made the
successful transition from Executive to Non-Executive Chair
and is, therefore, well placed to support transition.
Rosemary stepped down from her role as SID on 1 August
2023. During the year, she was pivotal in leading discussions
within the Nomination Committee about succession planning,
particularly in relation to the Board Chair role. She remains
on the Board and continues as Chair of the Remuneration
Committee.
Director induction
A detailed, tailored induction is created for each new Non-
Executive Director appointed. During the year, this included
a one-to-one meeting with the Senior Independent Director,
the existing Non-Executive Directors, the Executive team
and the Company Secretary. Our advisors (Egon Zehnder
and Numis) and the Corporate Secretariat provided briefings
on the key duties of being a Director of an AIM-listed
business. We continue to monitor and enhance our Board's
induction programme.
Senior Leadership Team roles
With effect from 1 August 2023, Sundip Chahal's role changed
from Chief Operating Officer to the newly created role of
Chief Business Officer with a remit for leading integration and
growth strategies. Initially, Sundip is focussed on the planned
integration of GfK's Consumer Panel Business and is working
closely with Steve Hatch during the leadership transition period
to ensure the success of YouGov's organic growth strategy.
Sundip remains on the Board as an Executive Director. At the
same time, Lynda Vivian was promoted to the non-Board role
of Chief Operating Officer. In her new role, Lynda is focussed
on the delivery of YouGov's Platform model in line with the
Company's strategic growth plan, while continuing her work
ensuring operational excellence across the business.
Board composition outcome
Following the Board changes, and as of the date of this
report, the Board consists of three Executive Directors and six
Independent Non-Executive Directors, plus one Non-Executive
Chair. The Board Committee memberships are as noted on
pages 78 to 81.
As Non-Executive Chair, Stephan is not regarded as an
Independent Non-Executive given his background in the
Company; however, the full Board will consist of a majority
of Independent Directors. All Board Committees consist of
majority independent Non-Executive Directors; the Audit & Risk
Committee and Remuneration Committee continue to consist
entirely of Independent Non-Executive Directors.
Board performance review
This year’s Board performance review process was carried out
internally by our Corporate Secretariat. Read more about the
Board performance review process on pages 88 to 89.
Committee effectiveness
The aforementioned internally facilitated Board performance
review included a review of the performance of this Committee
and it concluded that the Committee performs effectively
(read more about the Board performance review process on
pages 88 to 89).
Conclusion
We welcome feedback from shareholders on our report and
there will be an opportunity to ask me questions about the
activities of the Committee at our 2023 AGM.
Stephan Shakespeare
Chair, Nomination Committee
10 October 2023
Board independence
While the Board has adopted the QCA Code as its chosen
corporate governance code, we are mindful of the FRC’s UK
Corporate Governance Code. The Committee acknowledges
the UK Corporate Governance Code’s recommendation that a
Chief Executive Officer should not routinely go on to become
Chair of the same company. We also recognise that this
was a concern shared by a small number of the Company’s
shareholders during our engagement with them as part of this
process. At the heart of the feedback has been a focus on the
requirements for the Board to have sufficient independence
to carry out its duties appropriately, and sufficient delineation
between the role of the Chair and the role of the CEO. The
Board is committed to these requirements and is satisfied that
they are in place.
For AIM-listed companies observing the QCA Code, such as
YouGov, independence is a Board judgement, and we assess
this annually. We appointed two additional independent Non-
Executive Directors during the year to ensure that the majority
of the Board remains independent, while also adding further
skills and diversity to our Boardroom. All Board Committees are
composed of majority independent Non-Executive Directors.
Separation of the role of CEO and Chair
The Committee is cognisant of the potential challenges of a
founder CEO moving to Non-Executive Chair. Implementing
Egon Zehnder’s recommendations, the Board has put in place
protocols and support structures to set the transition up for
success. These include:
• detailed role specifications for the CEO and Non-
Executive Chair;
• a charter detailing the distinction between the CEO (with
executive powers) and Non-Executive Chair roles; and
• appointment of an experienced Senior Independent
Director with experience of this transition.
Together, this suite of documents gives clarity to the separation
between the CEO and Chair roles. This is particularly important
for Steve as the new CEO, so he is assured that he has full
Executive authority and there is no ambiguity between
the roles.
I have full confidence that we have appointed the right team to
deliver our strategic plan and to ensure that YouGov reaches its
full potential. As Senior Independent Director, I remain available
to shareholders to discuss governance matters.
Nick Prettejohn
Senior Independent Director
10 October 2023
“We have appointed the
right team to deliver
our strategic plan and
to ensure that YouGov
reaches its full potential.”
Nick Prettejohn
Senior Independent Director
Non-Executive Chair succession
On 1 August 2023, Stephan Shakespeare stepped into the
role of Non-Executive Chair of YouGov plc. This appointment
followed a rigorous assessment process during 2022,
which was led by Rosemary Leith, in her capacity as Senior
Independent Director at the time, and the Nomination
Committee, together with the support of Egon Zehnder. As
part of our process, the Committee identified the criteria
required for the role of the future Non-Executive Chair of
YouGov to best ensure the Company’s long-term stability
and continued growth. With these criteria in mind, and
taking into consideration Egon Zehnder’s recommendations,
the Committee arrived at the unanimous conclusion that
the best successor as Non-Executive Chair was YouGov’s
co-founder, Stephan Shakespeare.
The Committee concluded that no other external or internal
candidate could match the leadership qualities, client
know-how, industry reputation, investor expectations, and
knowledge of our complex business and strategic direction
to lead the Board in ensuring successful delivery of the
next long-term plan. Stephan’s leadership of the Board
will provide the necessary continuity and stability to the
Company as it transitions into a platform business, while also
ensuring our ambitious and values-driven culture is retained
and continues to be the tone from the Board during this
next phase of growth.
94
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Audit & Risk Committee Report
Main areas of responsibility
• Accounting and Group financial reporting
• Relationship with the external auditors
• Systems of internal control and risk management
Members
The Committee comprises entirely Non-Executive Directors:
Committee Member1
Ashley Martin
Rosemary Leith
Nick Prettejohn2
Role
Chair
Member
Member
Meetings
Attended
4/4
4/4
3/3
1 Devesh Mishra was appointed as member of the Committee on 10
October 2023.
2 Nick Prettejohn was appointed as a Member of the Committee on 1 August
2023. He attended three meetings in FY23 at the invitation of the Chair.
The following Directors attended meetings during the year at
the request of the Chair:
Director
Alex McIntosh
Shalini Govil-Pai
Role
Guest
Guest
Meetings
Attended
4/4
1/1
Dear shareholder
I am pleased to present to you the report of the Audit & Risk
Committee (the “Committee”) for the year ended 31 July 2023.
Areas of responsibility
The Committee is a key part of the governance framework
to which the Board has delegated oversight of the following
matters:
Terms of Reference and reserved matters
The Committee operates within the parameters of Terms of
Reference agreed by the Board and reviewed in December
2022. The Board has formally delegated matters to the
Committee, which are considered reserved matters.
Terms of Reference and reserved matters for the Committee
are available on the Company’s corporate website
(corporate.yougov.com/governance).
Activities during the year
Financial reporting
We reviewed the content of the half-year results
announcement and the 2023 Annual Report & Accounts.
The Committee does this by considering, among other
things, the accounting policies and practices adopted by the
Group; the application of applicable reporting standards and
compliance with broader governance requirements; papers
detailing the approach taken by management to the key
judgemental areas of reporting; and the comments of the
external auditors on management’s chosen approach.
The Committee also considers significant issues including
Group materiality, whether the business remains a going
concern and whether the Annual Report & Accounts give a fair,
balanced and understandable view of the Group’s affairs for
the year in question.
Systems of internal control and risk management
• Reviewing the effectiveness of YouGov’s internal control
processes
• Reviewing the output from the bi-annual risk management
process and ensuring mitigating actions are implemented
• Overseeing the relationship with the outsourced provider of
assurance services
The Committee reports to the Board on any matters in respect
of which it considers that action or improvement is needed
and makes recommendations as to the steps to be taken. After
each Committee meeting, the Chair reports to the Board on
the matters discussed.
Membership and meeting attendance
Following the appointment of Nick Prettejohn to the
Committee on 1 August 2023, the Committee now comprises
three Non-Executive Directors including the Committee Chair.
The Committee is satisfied that the Chair has recent and
relevant financial experience. For information about the Chair’s
experience, see the biography on page 81.
The Deputy Company Secretary attends meetings as Secretary
to the Committee. The Chief Finance Officer (“CFO”), Deputy
CFO and Company Secretary also attend meetings at the
invitation of the Chair, together with other subject matter
experts and external advisors, including the head of the
outsourced assurance function.
The external audit partner attends all Committee meetings.
The Chair meets regularly with the external auditors outside
of Committee meetings and separately with the CFO and
other members of the wider finance team and the assurance
function partner. The Committee schedules time to receive the
views of the external auditors and the head of the outsourced
assurance function without management being present.
“The Committee led a
rigorous external audit
tender process this year,
resulting in the proposed
appointment of Grant
Thornton as our new
external auditors.”
Ashley Martin
Chair, Audit & Risk Committee
C O M M I T T E E C O M P O S I T I O N
Accounting and financial reporting
Ashley
Martin
Chair
Nick
Prettejohn
Member
4
Audit & Risk Committee meetings held
Rosemary
Leith
Member
• Ensuring the financial performance of the Group is properly
monitored and reported
• Reviewing formal announcements relating to financial
performance
Relationship with external auditors
• Reviewing their independence
• Agreeing audit strategy and assessing the effectiveness of
the external audit process
• Reviewing reports from the external auditors and
management relating to the financial statements and
internal control systems
• Making recommendations to the Board in respect of the
external auditors’ appointment and remuneration
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Audit & Risk Committee Report
continued
Judgement items
Committee review
Judgement items
Committee review
Capitalisation of internally generated and
separately acquired intangible assets
The Company has a large team of developers creating and
developing software products.
The Committee reviewed the process for distinguishing
expenditure between enhancement and maintenance. We
examined the different products created to ensure each met
the criteria set out in IAS 38.
The Company capitalises the costs incurred in enhancing the
Company’s proprietary global panel (the “Panel”), whether into
new geographies, demographics, or target panellists.
The Committee also considered whether previously
capitalised software assets were still creating value for the
Group and that a three-year amortisation was still appropriate.
There is considerable judgement in determining whether the
costs incurred meet the criteria required for capitalisation
under IAS 38.
The Committee considered that the Panel is separately
identifiable under the control of YouGov and delivers future
economic benefits as required by IAS 38.
We reviewed how the asset had been enhanced (territories
and demographics) to satisfy ourselves that the costs
incurred were not advertising, but, specifically, acquisition
costs of new panellists.
We noted YouGov is in line with the practice adopted in this
area by several global competitors.
We considered the average tenure of panellists to ensure our
amortisation policy was appropriate to reflect the useful life of
the asset.
Share-based payments
The Group operates several equity-settled share-based
payment compensation plans for employees. The LTIP 2019
matured in FY23.
The Committee reviewed the process for modelling the
fair value for the share options. It also considered the most
appropriate allocation of the charge over the vesting period,
including the quarterly recognition through FY23.
The income statement charge for these share options is
based upon the fair value of the options, which is derived
inter alia from share price, expected volatility and estimated
probability of achieving the Group’s performance targets.
Goodwill impairment
There is significant judgement and estimation in determining
whether goodwill is impaired under IAS 36.
This includes the components feeding into the value-in-
use calculations, including forecast results, discount rate,
growth rates and allocation of assets to cash-generating units
(“CGUs”).
The Committee also considered that all associated
costs, such as employer taxes, had been appropriately
accounted for.
The Committee reviewed the reasonableness of the
forecasts used.
We analysed the forecast results, discount rates and growth
rates. We also considered the allocation of assets and
liabilities to CGUs. We considered the impact of sensitivities
to the assumptions and whether there were any further
impairment risks.
The Committee discussed with the Company’s external
auditors, PwC, the assumptions used. The Committee
considers that the approach applied by Management is
appropriate and prudent and results in sufficient headroom.
Project revenue recognition
The Company recognises revenue in accordance with
the provisions of IFRS 15: Revenue from Contracts with
Customers.
For projects completed over a period of time, the revenue
recognised is based on a series of milestones that reflect
stages of delivery. Revenue is apportioned to these
milestones based on the percentage of resources dedicated
to completing the tasks.
There is significant judgement in determining the proportion
of the total revenue each of these milestones should
represent.
Panel incentive provision
The Group is required to assess the likelihood that panel
incentives earned by consumer panel members will be
redeemed and maintain a provision to cover this potential
liability.
Factors taken into consideration include the absolute liability,
redemption rates and panel activity rates. While historical
data can indicate trends and behaviours, it is not a definite
indicator of the future.
The Committee reviewed the calculation behind the
milestone percentage estimates. We considered the rationale
behind allocation of costs between tasks and were satisfied
that the classifications were appropriate.
We challenged management on the controls and procedures
in place to ensure revenue was appropriately recognised and
that accrued income was fairly stated. Further, we reviewed
the PwC audit plan over this area and concurred with their
proposed approach.
We are satisfied that each project represents a single
performance obligation, and that, therefore, the percentage
complete method is the correct model for determining
revenue recognised.
The Committee reviewed the provision for panel incentives
across the Group, the redemption rates and the discount
factor applied when recording the costs of panel
incentives issued.
The Committee challenged Management and PwC on historic
rates being an indicator of future trends. We are satisfied that
the approach taken by management in assessment of panel
incentive provision is appropriately robust.
Risk review
The Board has delegated primary responsibility for oversight
and scrutiny of the Group’s risk management processes to the
Committee. During the year, the Committee received updates
from the business on the progress of the risk management
evaluation and mitigating actions, including approval of the
Company’s climate risk register, culminating in our review of
the updated Group Risk Register at our June meeting.
The Committee is satisfied that the risk review process is
sufficiently rigorous.
For information on the risk review activities during the year, see
pages 68 to 73.
Controls assurance and internal audit
Along with the Committee’s oversight of the annual risk review
process, the Committee has assessed the effectiveness of
internal controls operating during the year and monitors the
implementation of improvement measures.
We have continued to engage the services of KPMG to provide
an outsourced function for the assurance of internal systems
and controls during the year. During the year, the Committee
considered the output from three assurance reviews including
order to cash, and new joiner induction, training and controls.
They also reviewed the implementation of management
actions arising from prior year reviews. At Committee
meetings, updates are provided on progress against actions
and recommendations arising from assurance projects.
The KPMG Engagement Partner attends all Committee
meetings to present reports, provide updates on actions
and advise on other matters that arise. We will continue
working with KPMG in FY24 with projects planned on sales
effectiveness, expenses, cloud migration, leaver controls, panel
controls and a post-acquisition review of the LINK transaction.
We explain how the KPMG assurance reviews map to the
Principal Risks on pages 70 to 73.
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Audit & Risk Committee Report
continued
Auditor independence
The Committee also undertook a formal assessment of the
auditors’ independence, including:
• provision of any non-audit services to the Group;
• discussion with the auditors of a written report detailing
their relationships with the Group and any other parties
that could affect the independence or the perception of
independence;
• a review of the auditors’ own procedures for ensuring
independence of the audit firm and partners and staff
involved in the audit, including the regular rotation of the
audit partner; and
• obtaining written confirmation from the auditors that, in
their professional judgement, they are independent.
Effectiveness of external auditors
The Committee attaches great importance to ensuring that
the external audit is both effective and of high quality. After
the conclusion of the full-year audit for FY22, the Committee
conducted an in-house review of the effectiveness of the
external audit process using a questionnaire and with input
from management.
This review considered the views of all parties working with
the external auditors, including the wider finance team and
Corporate Secretariat. The review considered the audit scope
and identification of risk areas, capability and experience
of personnel engaged on the assignment and level of
questioning, together with the quality of reports provided
to the Committee. After review, the Committee concluded
that the external auditors remained independent, objective,
challenging and effective in their audit. A further review will
take place at the conclusion of the audit for FY23.
External audit tender
The Committee took the decision to undertake an external
audit tender in FY23, with the expectation of appointing a new
audit firm for the financial year ending 31 July 2024. Taking into
consideration the 15 year tenure as YouGov’s external auditor,
PwC declined to participate. A Selection Panel consisting of
the Audit & Risk Committee, CFO, Deputy CFO and the Chief
Governance & Compliance Officer and Company Secretary
was convened to evaluate proposals from those participating
in the tender and to make a recommendation to the Board.
The Selection Panel received input from the from the KPMG
Engagement Partner. After a robust process, it is proposed that
Grant Thornton UK LLP is appointed as the Company's external
auditor from FY24. See pages 102 to 103 for more detail.
In 2023, we retained our ISO 27001 information security
management systems certification. We were pleased to
maintain this globally recognised standard as it reinforces our
commitment to the security of our clients’ data.
Aside from internal audits for ISO 27001 compliance and the
KPMG assurance projects, the accounting functions controls
were subject to periodic internal review by senior management
and reported to the Committee.
As required by the QCA Code, the Committee has reviewed
the need for an internal audit function within the business and
is satisfied that, to date, the outsourced assurance function
provided by KPMG has been adequate and appropriate
for the business. As a Committee, we will keep this under
review. Taking into consideration the activities during the
year, outsourced assurance from KPMG and discussion with
management, the Committee is satisfied that the systems of
internal control remain effective.
Compliance policies
YouGov's key compliance policies are updated each year to
ensure they remain fit for purpose in our growing business.
The Committee formally approved the annual review of
these policies in June 2023. You can read more about our key
compliance policies on page 196.
Financial Reporting Council review
In the Committee’s prior year report, we explained that the
PwC audit of the Company’s financial statements for the
year ended 31 July 2021 had been selected for review by the
Financial Reporting Council ("FRC") Audit Quality Review
function and at the date of the Annual Report, that review was
ongoing. On completion of the review, the FRC wrote to the
Committee Chair and provided a copy of its final report. The
Committee has discussed the findings with PwC and PwC
confirmed that, in the 2022 audit, it had enhanced its audit
procedures to address those areas that had been identified as
requiring improvement.
External audit
The Committee is primarily responsible for overseeing the
relationship with, and the performance of, the external auditors,
PwC, which are engaged to conduct an external statutory audit
on the annual financial statements and express an opinion
thereon.
The Committee reviewed the scope of the PwC audit which
is used to produce the information contained in the financial
statements. We reviewed the reports provided to the
Committee by PwC, outlining the audit work performed and
conclusions reached on key risk areas and on the disclosures in
the Annual Report & Accounts. The Committee agreed with the
key risk areas identified by the external auditors.
The Committee approved the external auditors’ terms of
engagement and approved audit fees for the year ended
31 July 2023 of £852,000 (2022: £829,000).
100
Non-audit services
YouGov plc is considered an “Other Entity of Public Interest”
under the Ethical Standard for Auditors issued by the Financial
Reporting Council in December 2019. The Company does not
engage its external auditors for non-audit services without
permission from the Committee and the audit partner. There is
clear delineation between the external audit team and advisors,
ensuring that external auditors retain their independence. An
analysis of fees paid to the external audit firm in respect of
both audit and non-audit services provided during the year are
set out in Note 2 on page 166.
Policy on external auditors’ rotation
As an AIM-listed company, YouGov is not obligated to comply
with the auditor rotation requirements for companies as set
out in the Statutory Auditors and Third Country Auditors
(Amendment) (EU Exit) Regulations 2019. In keeping with
best practice, it is Committee policy for the audit partner to
be rotated every five years, and Brian Henderson, our current
audit partner, was appointed from the FY19 audit, with the FY23
audit being his fifth and final year working with us. There are no
contractual restrictions on our choice of external auditors.
Committee effectiveness
An internally facilitated Board performance review included a
review of the performance of the Committee and it concluded
that the Committee performs effectively (read more about the
Board performance review process on page 88).
Conclusion
We welcome feedback from shareholders on our report and
there will be an opportunity to ask me questions about the
activities of the Committee at our 2023 AGM.
Ashley Martin
Chair, Audit & Risk Committee
10 October 2023
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT External Audit Tender
Following a review of external audit services, the Audit
& Risk Committee determined that, due to the length of
PricewaterhouseCoopers LLP tenure, and in line with best
practice guidance from the Financial Reporting Council for
public interest entities, that it was appropriate to conduct
a tender for external audit services to the Group from FY24
onwards. This tender was project managed by the Company
Secretariat and included the following defined stages:
A P R I L 2 0 2 3
J U L Y 2 0 2 3
S E P T E M B E R 2 0 2 3
Tender commences
Information sharing
Proposals
Delivery and information sharing
Auditor Transition
Audit partner conversations
Prior to issuing a formal invitation
to tender, the Chair of the Audit
& Risk Committee and the CFO
had conversations with potential
audit firms to determine which
firms would be most appropriate to
participate in the tender process.
Invitation to tender
In May, the Company issued
a formal request for proposal
("RFP") to audit firms selected to
participate in the process. The RFP
explained our primary objectives
in conducting the tender, namely
being to identify an audit firm
that would conduct robust global
audits, undertake those audits cost
effectively and would be a firm
that will add value and support
to YouGov as it grows. The RFP
detailed the content that the
Selection Panel would expect to
see, including expectations around
each firm's commitment to good
ESG practices.
Data room
Alongside the RFP, a data room was
made available to all participating
firms containing information to be
used in preparation for a proposal.
Management meetings
In June, YouGov hosted a series
of management meeting with
prospective audit firms at our
London office. Firms were invited
to participate in in-person or Zoom
meetings with the CFO and Deputy
CFO as well as key management
around the business and the Chair
of the Audit & Risk Committee.
Questions and answers
In addition to the management
meetings and data room, responses
were provided to two rounds of
questions from participant firms.
Our responses to the questions
were provided to all firms for
transparency, not only to the firm
who requested the information.
Proposal
Participating firms submitted
a proposal to YouGov for
consideration of the Selection Panel.
Written proposals were required
to include specific information
requested in the RFP. The Selection
Panel considered each proposal
in detail, before deciding upon
two participants to move onto the
next stage of the process. Two
participant firms exited the process
at this stage.
Presentations
In July, the remaining participant
firms attended our London office to
give presentations to the Selection
Panel. The Selection Panel consisted
of the Audit & Risk Committee, CFO,
Chief Governance & Compliance
Officer and Deputy CFO. The
Selection Panel were supported
by the KPMG Engagement Partner.
Each participant presented their
proposals and then held a question
and answer session with the
Selection Panel.
Selection Panel deliberations
The Selection Panel concluded that both final participant
firms had provided thorough proposals for consideration,
and that each would be an appropriate external audit firm
for the Group. After detailed deliberation and taking into
consideration factors such as team tenure and structure,
cultural fit and data analytics capabilities, the Selection
Panel agreed to recommend Grant Thornton to the Audit
& Risk Committee for consideration as the new external
audit firm. The Committee agreed with the Selection
Panel's recommendation.
References
The Selection Panel obtained independent references for
the selected audit firm.
Board approval
The Board of Directors considered the Committee's
recommendation at their July meeting. The Board
concurred with the recommendation and requested that
the participants be informed of the outcome.
Transitional activities
The proposed external auditor, Grant Thornton UK LLP
("Grant Thornton"), has started transitional activity in
preparation for the external audit cycle in 2024, and is
attending the Committee meetings from October 2023.
This will aid smooth transition of the audit and allow
Grant Thornton to be as well prepared as possible for the
FY24 audit.
Auditor independence
The Committee will monitor the transition of the auditor
throughout the year to ensure the effectiveness and
independence of Grant Thornton.
Appointment
The Board will seek approval for Grant Thornton to
be appointed as external auditor at the 2023 AGM on
7 December 2023.
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Directors’ Remuneration Report
Remuneration Committee Chair’s Statement
Main Areas of Responsibility
• Set the Remuneration Policy for Executive Directors and
agree their specific remuneration packages
• Monitor, and make recommendations on, the remuneration
strategy for Senior Management (including the Senior
Leadership Team) and wider workforce
• Design share incentive plans
Members
Our Remuneration Committee comprises entirely Independent
Non-Executive Directors:
Committee member1
Rosemary Leith
Ashley Martin
Andrea Newman
Nick Prettejohn
Role
Chair
Member
Member
Member
Meetings
attended
6/6
6/6
6/6
6/6
1 Shalini Govil-Pai was appointed as a Member of the Committee on
10 October 2023.
The following Directors attended meetings during the year at
the request of the Chair:
Director
Stephan Shakespeare (CEO)2 Guest
Role
Meetings
attended
6/6
2 Stephan Shakespeare was CEO during the reported year.
Jump ahead to specific sections of the Directors’ Remuneration
Report:
Section
Directors’ Remuneration Policy
Annual Report on Remuneration
Page
109–116
117–125
Statement from the Chair of the
Remuneration Committee
Dear shareholder
I am pleased to present to you the Directors’ Remuneration
Report for the year ended 31 July 2023 (FY23). This report
includes:
•
•
•
this introductory statement, in which I explain the key
activities of the Remuneration Committee in FY23 and our
plans for FY24;
the Directors’ Remuneration Policy, which sets out the
overall framework for pay to Directors and the individual
components of Directors’ pay packages; and
the Annual Report on Remuneration, which includes full
details of the payments received by Directors in respect of
FY23 and all the necessary supporting information.
“Our Remuneration Policy
has a very strong link to
Group strategy and the
overall performance of the
business. We are taking
this forward into 2024
with a new long-term
incentive plan, which has
been designed to drive
a continued focus on
value creation.”
Rosemary Leith
Chair of the Remuneration Committee
C O M M I T T E E C O M P O S I T I O N
Rosemary
Leith
Chair
Andrea
Newman
Member
Ashley
Martin
Member
Nick
Prettejohn
Member
6
Remuneration Committee meetings held
104
The year under review
FY23 was a critical year for YouGov as the business reached
the end of the four-year strategic growth plan launched in 2019
(“FYP2”) and finalised the details of the next growth plan to
guide the development of the Group over the coming years.
The Remuneration Committee spent time during the year
considering the implications of the new strategic plan, in the
interests of ensuring that YouGov has the most appropriate
executive pay structure as the business moves into the
next phase of growth. Our approach for the period ahead –
including details of our new approach to long-term incentives
– are explained in the relevant section below.
Remuneration for FY23
Base salary
The Remuneration Policy in operation for the year under
review was consistent with the approach set out in last
year’s Directors’ Remuneration Report. In October 2022, the
Committee agreed salary increases for Stephan Shakespeare
(CEO) and Alex McIntosh (CFO) of 4.0%, lower than the
average increase across the wider UK workforce of 7.7%.
Sundip Chahal, who is based in Dubai, received an increase of
3.7%, consistent with the increase for the wider UAE workforce.
Annual bonus outcome
The annual bonus scheme for FY23 included both financial
and non-financial performance conditions. Financial measures
applied to 80% of the bonus, with performance assessed
against adjusted operating profit targets requiring a material
level of growth above the FY22 outturn. The business reported
adjusted operating profit of £48.3m for FY23, which was
considered a strong result. Based on the bonus targets set at
the start of the year, the formulaic outcome for this element of
the bonus scheme was an outcome equivalent to 52% of base
salary for the Executive Directors.
Non-financial measures applied to the remaining 20% of
the bonus. These measures were introduced for the first
time in FY23 because the Committee was conscious that,
unlike in previous years, there was no element of individual
performance assessment within long-term incentives.
Individual targets were set for each Executive Director based
on their specific areas of responsibility, with all Directors having
some aspect of their bonus linked to ESG objectives. Overall
performance was good, with performance assessed at around
target level for Stephan Shakespeare and Sundip Chahal, and
above target in the case of Alex McIntosh. Details of the annual
bonus targets for the year are set out in the Annual Report on
Remuneration on pages 118 to 119.
Based on the financial and non-financial performance
assessment as set out above, total bonus outcomes were 71%
of base salary for Stephan Shakespeare and Sundip Chahal
and 81% of base salary for Alex McIntosh. However, in the
interests of increasing the Company-wide bonus pool, the
Remuneration Committee agreed with the Executive Directors
that their total bonuses would be reduced and paid at the
lower levels of 40% of base salary for Stephan and Sundip and
at 49.5% of base salary for Alex.
Performance outcome for the LTIP 2019
Grants
FY23 was the final year of the Long-Term Incentive Plan 2019
(“LTIP 2019”), which was introduced alongside the FYP2
strategic growth plan. Award opportunities were agreed for the
Executive Directors and other members of senior management
at the inception of the plan. The awards were granted in
three tranches in late 2020, 2021 and 2022, subject to the
satisfaction of individual pre-grant performance conditions.
While we recognise this approach was unusual, it provided
an excellent way of ensuring that participants were meeting
rigorous annual individual targets, thus further cementing the
overall robustness of the plan.
The final tranche of the LTIP 2019 was granted to participants in
October 2022 on the basis of their individual performance over
the prior financial year. The Executive Directors all performed
very strongly against their specific targets, although as certain
ESG targets were not met, there was a small reduction in
the overall size of the grants. Full disclosure of the individual
measures for this final tranche is provided in the Annual Report
on Remuneration on pages 120 to 121.
Vesting outcome
The vesting of all three tranches of the LTIP 2019 awards was
then dependent on adjusted basic EPS performance over
the four-year period ended 31 July 2023. The stretching EPS
targets were set at the launch of the plan in 2019 to align with
growth ambitions inherent in FYP2, with full vesting requiring
a compound annual growth rate of at least 35% over the four
years of the plan. After the FY23 year-end, the Committee
determined that the EPS growth rate over the plan period was
28%, leading to an overall vesting level of 74%. The Committee
also confirmed that the separate discretionary operating
profit margin underpin relating to the underlying financial
performance of the Company over the performance period
had been met.
Although the overall vesting level of the LTIP 2019 was
below maximum, we believe it represents an excellent level
of performance during a four-year period of significant
change and evolution for YouGov and one disrupted by
external factors, specifically the COVID-19 pandemic, political
turbulence and a challenging global macroeconomic
environment. The Committee did not exercise any discretion in
respect of the outcome.
The LTIP 2019 awards will vest in late October 2023, following
the announcement of the results for FY23. The Executive
Directors who were participants during the plan period
(including Stephan Shakespeare) are required to retain the
vested shares (either on an unexercised or net of tax basis) for
at least one year after the first anniversary of vesting, further
emphasising the long-term nature of the plan.
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Directors' Remuneration Report
Remuneration Committee Chair’s Statement continued
Executive remuneration and the new
strategic growth plan
As announced at the Capital Markets Day in May 2023, the
new strategic growth plan is underpinned by a number of
key growth areas as the business seeks to further develop
its custom research capabilities, drive greater usage of the
YouGov Platform and target incremental opportunities such
as newer products and M&A. We have set medium-term
financial targets of achieving revenue of £500m and an
adjusted operating profit margin of 25%. The Board expects to
revise these medium-term targets following completion of the
planned acquisition of GfK’s Consumer Panel Business. To date,
the investor and analyst response to the new strategic plan has
been very positive.
LTIP 2023 design and implementation
The Remuneration Committee has been considering the best
long-term incentive framework to operate alongside the new
strategic growth plan for some time. As explained in last year’s
Directors’ Remuneration Report, our conclusion is to move
away from the LTIP 2019 structure towards an approach more
consistent with conventional market practice. This means
that, at the forthcoming AGM, we will be seeking shareholder
approval for a new scheme, the Long-Term Incentive Plan 2023
(“LTIP 2023”), which will enable the grant of performance share
awards to Executive Directors and other key executives. These
awards will vest after three years, subject to the achievement
of specific performance targets. A new award will be granted
each year, in line with market norms. The LTIP 2023 will allow
us to incentivise and reward sustainable performance over the
period covered by the new strategic growth plan. We will set
appropriate performance targets for each year’s grant, which
are relevant for the subsequent three-year period. More details
on the targets we will apply to the first award to be made under
the LTIP 2023 are set out later in the section on Remuneration
Policy implementation for FY24.
The key features of the new LTIP have been designed to
be consistent with market practice and with corporate
governance expectations. The plan includes a post-vesting
holding period for Executive Directors, standard provisions on
the treatment of leavers and appropriate malus and clawback
provisions. The plan has a standard “10% in 10 years” dilution
limit, which is a significant reduction on the 15% limit included
within the LTIP 2019. The new plan is summarised in the
Directors’ Remuneration Policy on page 112, with further details
included in the explanatory notes to the Notice of AGM on
page 208.
Earlier this year, I wrote to major shareholders setting out the
details of the LTIP 2023 and our plans for the first award. The
feedback received was overwhelmingly supportive and I am
grateful for those shareholders who took the time to engage
on this important issue.
New Directors’ Remuneration Policy
In addition to agreeing the terms of the LTIP 2023, the
Committee has also reviewed the Directors’ Remuneration
Policy as a whole. Historically, the Policy has had a solid
focus on performance, which has served YouGov and
its shareholders well, with incentive schemes rewarding
both Group and individual performance. Base salary levels
were set at relatively low levels compared with wider
market benchmarks, with a deliberate focus on the reward
opportunities available through incentives. As previously
disclosed, in FY21 we repositioned the Executive Directors’
base salaries to reflect the sustained growth in size and
complexity of the Company over the prior five years, while
retaining an overall Policy approach which weighted the
majority of the remuneration package to at-risk and long-term
components of pay.
Looking ahead, these fundamental principles remain broadly
unchanged and – other than the design of the LTIP 2023 and
a new minimum shareholding requirement for the Executive
Directors – our overall Remuneration Policy framework is
consistent with prior practice. In the interests of transparency
and good corporate governance, we are asking shareholders to
approve the Policy by way of a specific resolution at the AGM
in December. This mirrors the requirements placed on Main
Market companies by law, and is considered appropriate for a
company the size of YouGov (despite the fact we are traded on
AIM). If approved by shareholders at the AGM, and other than
in exceptional circumstances, the Policy will continue to apply
for a maximum of three years before we revert to shareholders
with a new Policy in late 2026.
The full Policy can be found on pages 109 to 116.
Implementation of the Remuneration
Policy for FY24
Base salary
Steve Hatch joined YouGov on 1 August 2023 on a base
salary of £450,000. This was agreed by the Board and the
Remuneration Committee at the time of Steve’s recruitment
earlier in the year on the basis of what was considered
necessary and appropriate to attract an exceptionally talented
senior executive of his calibre and experience. Steve will not be
eligible for a salary increase until 1 October 2024 at the earliest.
The Committee reviewed the salaries of the other Executive
Directors during the year and agreed some adjustments, which
took effect from 1 October 2023. The salaries of Alex McIntosh
(Chief Finance Officer) and Sundip Chahal (Chief Business
Officer) have been aligned at £325,000 (although Sundip, who
is based in Dubai, will continue to be paid in local currency).
This new salary level represents an increase of 14.5% for Alex
and 3.6% for Sundip.
LTIP 2023 FY24 award targets
Performance will be assessed over the three-year period
ending 31 July 2026. There will be a 75% weighting on adjusted
basic EPS1 targets, ensuring alignment with the continued
earnings growth expected from the successful implementation
of the strategic growth plan. The specific targets are as follows:
3-year adjusted basic
EPS CAGR1
Below 17.5%
17.5%
Between 17.5% and 27.5%
27.5% or above
% of award vesting
Nil
25%
Pro-rata between 25% and 100%
100%
1 Defined in the explanation of non-IFRS measures on page 46.
These targets have been set taking into account internal and
external expectations of performance over the next three years
and the progress expected to be made against the medium-
term financial targets we have set under the strategic growth
plan. We have also considered the expected contribution of
the planned acquisition of GfK’s Consumer Panel Business to
the Group over the three-year performance period and this has
been factored into the above targets.
For the remaining 25% of the award, we will apply a number
of non-financial targets closely linked to the strategic growth
plan. These will reflect goals that are considered critically
important to the sustainable success of the plan, but that
are not necessarily captured in earnings growth over the
period. The exact targets are currently being finalised and
will be communicated to shareholders in advance of the
upcoming AGM.
In addition to assessing the formulaic outcome of the above
performance targets, prior to vesting, the Remuneration
Committee must be satisfied that this outcome is
consistent with the overall performance of the business
over the vesting period as well as the shareholder and wider
stakeholder experience.
For the Executive Directors, any awards that vest will be subject
to a two-year post-vesting holding period.
The alignment of their salaries helps ensure that we have a
senior executive remuneration structure that is appropriate for
today’s YouGov, a company of considerable scale, complexity
and international scope. Both executives are senior leaders of a
business that has grown considerably over recent years and for
which further growth is central to the new strategic direction.
While we recognise that the increase for Alex is significant in
percentage terms, it fairly reflects his role and responsibilities
as well as the additional support he is providing to Steve in his
new role. In determining the salary, the Committee considered
external data on pay levels at other companies as an additional
reference point and is comfortable that the new salary is not
excessive for a company of YouGov’s size, complexity and
international scope.
For the avoidance of doubt, the increases to Alex and Sundip
were agreed prior to the announcement of the planned
acquisition of GfK's Consumer Panel Business and we
have not made any specific changes to Executive Director
compensation levels in response to the planned transaction. In
addition, there have been no further changes to Sundip’s salary
or any other aspect of his compensation package following
his appointment as Chief Business Officer with effect from 1
August 2023.
Annual bonus plan
For FY24, the annual bonus scheme will operate in the
same way as for FY23. The Executive Directors will have the
opportunity to earn up to a maximum of 150% of base salary.
Stretching targets linked to adjusted operating profit will
apply to 80% of the total bonus; the remaining 20% will again
be subject to the achievement of individual targets relevant
to each Director’s specific responsibilities. The targets are
currently considered commercially sensitive, but will be
disclosed in full in next year’s report.
LTIP 2023 award levels
Subject to shareholder approval of the LTIP 2023, we expect to
make the first award under the plan in December 2023. Awards
will be made to Steve Hatch at 275% of basic salary, with Alex
McIntosh and Sundip Chahal each receiving an award of 150%
of salary. The award level for Steve was agreed as part of the
terms of his recruitment and is considered appropriate for a
senior executive of his calibre and experience. The awards
for the other Executive Directors are equivalent to the size
of the awards they received under the LTIP 2019 (on an
annualised basis). The Committee is satisfied that awards at
these levels are appropriate, given the stretching nature of the
performance conditions that will apply.
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Remuneration Committee Chair’s Statement continued
Directors' Remuneration Report
Directors' Remuneration Policy
Remuneration disclosures and
AGM approvals
As an AIM-listed company, YouGov is not required to comply
with the remuneration reporting requirements for companies
as set out in the Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008 (and
subsequent amendments). However, the Committee has an
approach of full transparency on executive remuneration
matters and, therefore, remains committed to making
disclosures to the degree appropriate to the size of our
business. Accordingly, certain disclosures in this report reflect
requirements of the regulations and have been included
voluntarily by the Committee.
In addition, we have, for many years, presented our Annual
Report on Remuneration for formal shareholder approval at the
AGM, despite this not being a requirement for AIM companies.
We will do the same at the forthcoming AGM and – in addition
– we will give shareholders separate votes on the Directors’
Remuneration Policy and the LTIP 2023. This aligns with the
legal requirements for Main Market companies and is seen by
the Committee to be appropriate given our commitment to
high standards of corporate governance and accountability.
Conclusion
We welcome feedback from shareholders on any aspect of
our approach to Directors’ remuneration and there will be an
opportunity to ask me questions about the activities of the
Committee at the AGM in December. I look forward to your
ongoing support.
Rosemary Leith
Chair, Remuneration Committee
10 October 2023
1 Translated into GBP at a rate of 1 GBP:4.4443 AED, being the average
exchange rate during the reporting period.
Remuneration arrangements for Stephan
Shakespeare
In January 2023, while he was CEO, a new service agreement
was entered into with Stephan in order to comply with new
employment law provisions in the UAE, Stephan’s base while
CEO. Following Stephan ceasing to be a Group employee,
he was entitled to an end-of-service gratuity payment under
the terms of this service agreement and his prior agreement.
These provisions are standard in the UAE and act as a post-
retirement benefit similar to a pension arrangement. The total
amount payable to Stephan was AED 606,101 (GBP 136,3771).
This was paid after the year-end and Stephan, in his personal
capacity, has decided to donate the amount to charity.
Stephan has received no termination payment for stepping
down as CEO and the notice period in his service agreement
has been waived. As he served in role for the entirety of FY23,
he is eligible to receive his cash bonus for the year and he
will also be entitled to the shares that vest from his LTIP 2019
awards. The one-year holding period for vested LTIP 2019
shares will continue to apply, notwithstanding that Stephan is
no longer an Executive Director.
Stephan moved to the new role of Non-Executive Chair with
effect from 1 August 2023. In this role, he receives an annual
fee of £110,000 and, in line with the Directors’ Remuneration
Policy, will be offered the opportunity to receive a portion of
this fee in YouGov shares.
Workforce remuneration practices
The Committee is closely involved in monitoring and
reviewing remuneration and related practices across the wider
workforce at YouGov. Each Committee meeting includes a
standing agenda item to understand and discuss relevant
workforce developments. As part of this process, the Chief
People Officer attends Committee meetings to provide
updates on employee engagement and sentiment, the annual
performance management process, recruitment and retention
patterns across the Group, and workforce diversity and
inclusion initiatives.
YouGov aims to provide attractive remuneration packages
across all levels of the Group, recognising that the business
operates in competitive markets for talent. In addition to
fixed remuneration, bonus schemes are in place across the
organisation to incentivise employees to deliver exceptional
levels of performance. The LTIP 2019 was extended widely
across senior levels of the Group to ensure a focus on long-
term growth among the leadership team. Participation in the
LTIP 2023 will also extend beyond the Executive Directors,
with a small number of senior below-Board executives
receiving performance shares with the same conditions as the
Directors. Others participating in the plan will receive awards
of restricted shares, which vest after three years, subject to
continued employment.
This section of the report sets out the Remuneration Policy for
YouGov’s Executive Directors and Non-Executive Directors,
which will apply from the start of the financial year on 1 August
2023. The Policy will be presented to shareholders for formal
approval at the AGM on 7 December 2023.
The Policy shares many features of YouGov’s previous
approach, although it has been updated to reflect the
introduction of the new LTIP 2023, for which shareholder
approval will be sought at the AGM.
Executive Directors’ Remuneration Policy
The Remuneration Committee reviews the performance of
Executive Directors and sets the scale and structure of their
remuneration and the basis of their service agreements with
due regard to the interests of shareholders. In determining
that remuneration, the Committee seeks to offer a competitive
remuneration structure to maintain the high calibre of its
Executive Directors. The Committee believes that maintaining
the Group’s business growth and profit record requires an
overall compensation policy with a strong performance-related
element, reflecting both Company and personal performance.
Incentive schemes have been adopted that assess
performance over both short-term and long-term periods.
The table below sets out the key elements of the Policy as it applies to the Executive Directors.
Purpose and link to strategy Maximum opportunity
Operation
Performance framework
Base salary
Provides a core level of
reward for the completion of
Executive Directors’ duties,
set at a level that allows us to
attract and retain employees
of the calibre required to drive
the Company’s success.
There is no maximum salary
limit. When considering salary
levels, the Committee will
consider the specific nature
and responsibilities of the role
at YouGov, the capabilities
and experience of the
individual, as well as pay levels
in relevant talent markets.
Not applicable.
The Committee’s policy is
to review salaries annually.
Base salary for each
Director is determined by
the Committee considering
the performance of the
individual as well as external
peer-group benchmarking
data. Salary increases will,
generally, be awarded in line
with increases applicable
to the wider workforce;
however, the Committee
may exercise discretion to
vary the amount awarded
based on merit, market data,
changes in individual roles
or responsibilities, or other
relevant factors.
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Directors' Remuneration Policy continued
Purpose and link to strategy Maximum opportunity
Operation
Performance framework
Purpose and link to strategy Maximum opportunity
Operation
Performance framework
Pension
Provides Executive Directors
with long-term savings for
their future.
UK Executive Directors are
eligible for the standard
company pension
contributions (or equivalent
cash payments in lieu)
available to the wider UK
workforce (currently up to 5%
of base salary).
Where applicable, payments
are made directly to a
nominated pension scheme
or, if payments are made
in cash, they are delivered
monthly through payroll
or shortly after leaving
employment.
Not applicable.
Outside of the UK, the
Company will comply with
statutory requirements where
applicable (e.g. in the UAE no
pension benefits are provided,
but a lump sum statutory
gratuity is payable after
leaving employment in line
with local legislation at the
equivalent of 21 days’ base
salary for each year of service
from one to five years and
at the equivalent of 30 days’
base salary for each year of
service over five years).
There is no defined maximum
value for benefits, but the
Committee will consider the
aggregate value of any such
benefits when determining
what should be offered.
Other benefits
Provision of benefits in line
with local market practice to
ensure an appropriate and
competitive package.
Not applicable.
Executive Directors are
eligible for a range of benefits,
including private healthcare
and any other benefit
deemed appropriate by the
Committee. Any reasonable
business-related expenses
may be reimbursed, including
any taxes payable thereon if
determined to be a taxable
benefit.
Executive Directors are
eligible for a maximum bonus
of 150% of base salary per
annum. The Committee
determines an appropriate
award size each year within
this parameter.
Bonuses are paid in cash each
year after the publication
of the audited financial
statements of the Group.
Bonuses are subject to
clawback provisions such that
payments can be recovered
in the event of certain specific
circumstances.
Annual bonus
The annual bonus plan is
focused on the achievement
of the Group’s short-term
objectives and complements
the LTIP (which is focused on
long-term objectives).
The bonus plan for the
reporting year was linked
specifically to Group adjusted
operating profit performance,
one of the Group’s key
performance indicators (see
page 38) as well as certain
non-financial and personal
performance targets.
The Remuneration Committee
chooses performance
measures and specific bonus
targets each year linked to the
Group’s short-term goals and
objectives. The Committee’s
policy is that financial measures
will always have a majority
weighting in the bonus plan.
For FY24, the bonus plan will
have the same overall structure
as FY23, i.e. 80% of the bonus
opportunity will be payable
subject to adjusted operating
profit targets and the remaining
20% will be payable subject
to non-financial and personal
performance targets.
The Committee has overall
discretion to adjust the
formulaic bonus outcome
in cases where it is not
considered to be a fair
reflection of the underlying
performance of the business or
the experience of shareholders
or other stakeholders.
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Directors' Remuneration Policy continued
Purpose and link to strategy Maximum opportunity
Operation
Performance framework
Long-Term Incentive Plan 2023 (“LTIP 2023”)
The LTIP aligns the interests
of management with those
of shareholders through
the provision of equity
incentives that are linked to
the long-term performance of
the Group.
Executive Directors can
receive annual awards over
shares with a face value at
grant of up to 300% of base
salary.
Awards for FY24 will be
granted at levels of 275% of
base salary for the CEO and
150% of base salary for the
other Executive Directors.
Minimum shareholding requirements
The Remuneration Committee has agreed that the Executive
Directors should build a minimum holding in YouGov shares
equivalent in value to 200% of their base salary. Until the
requirement is met, Executive Directors will be required to
retain a minimum of 50% of the after tax number of share
awards that vest under the LTIP 2023.
112
Awards of shares vest
after three years, subject
to continued employment
and the satisfaction of
performance targets over a
three-year period.
The Committee may choose
to pay dividend equivalents in
respect of vested shares.
Executive Directors are
required to hold any vested
shares for a further two years
after vesting (other than any
shares required to be sold to
pay tax).
Awards are subject to malus
and clawback provisions
such that payments
can be recovered in the
event of certain specific
circumstances including
fraud, gross misconduct, the
misstatement of financial
results and/or reputational
damage to the Company. The
clawback provisions apply
for up to two years from the
vesting date.
The Remuneration Committee
chooses performance targets
for each annual award prior
to the date of grant. Targets
will be linked to the long-term
strategic priorities of the Group.
Financial measures will always
comprise a majority weighting
for each award.
The structure of performance
conditions is such that
threshold levels of performance
will normally lead to a vesting
level of no more than 25% of
the maximum award.
For the LTIP award to be made
in FY24, the Committee has
agreed performance targets
based on adjusted basic EPS
(75% weighting) and non-
financial and strategic targets
(25% weighting).
The Committee has overall
discretion to adjust the
formulaic LTIP outcome
in cases where it is not
considered to be a fair
reflection of the underlying
performance of the business or
the experience of shareholders
or other stakeholders.
Remuneration for new
Executive Directors
Any new Executive Directors will be appointed on
remuneration packages that are consistent with the terms of
the Remuneration Policy as set out in the table above.
The Remuneration Committee reserves the right to set the
base salary of a new recruit at a lower level than normal for
the role until they become fully established in their post.
Future salary increases may be higher than normal, subject to
development in role and ongoing performance.
The Committee has the discretion to determine appropriate
performance conditions for the incentives awarded to a new
Director who joins part way through a financial year.
In exceptional circumstances, the Committee may also grant
an award to buy out incentives forfeited by an individual
on leaving their former employer. Such a buyout would be
structured to replace the awards foregone with YouGov
incentives of an equivalent value.
Service contracts
The Committee’s policy is that Executive Directors will be appointed on service contracts with a notice period of no more than
12 months. The table below summarises key details in respect of each Director’s service contract.
Executive Directors
Title
Contract execution date
Notice period
Steve Hatch
Alex McIntosh
Sundip Chahal
Chief Executive Officer
Chief Finance Officer
Chief Business Officer
13 April 2023
21 March 2018
11 January 20231
6 months
6 months
3 months
1 The Company entered into a new contract with Sundip Chahal during FY23 as a result of changes to UAE employment law. Under the law, there is a 90-day
cap on notice periods.
Payments for loss of office
The remuneration implications of the termination of an
Executive Director’s contract will reflect the terms of the
service contract, the rules of the relevant incentive schemes
and the circumstances of departure. A summary of the general
position is set out below.
Where a departing Executive Director is deemed to be a “good
leaver” (e.g. departure through ill health, disability, retirement,
redundancy, or as agreed by the Remuneration Committee
and the Board), fixed remuneration will normally continue to
be paid during the notice period. Alternatively, a payment in
lieu of notice may be made. A good leaver would normally be
entitled to an annual bonus payment, subject to achievement
of the agreed performance conditions. The payment would
normally be made at the normal payment date and pro-rated
to reflect the period of service during the relevant financial
year. Under the LTIP 2023, unvested awards held by a good
leaver will continue until the normal vesting date. The awards
vest subject to achievement of the agreed performance
conditions and would then, normally, be pro-rated to reflect
the period of service between the date of grant and the date of
termination of employment. The Remuneration Committee has
the discretion under the plan rules to take a different approach
if considered appropriate in the circumstances.
Where a departing Executive Director is not considered to
be a good leaver, there would normally be no entitlement
to an annual bonus payment, and all unvested LTIP awards
would lapse.
Legacy arrangements
Any commitments entered into with the Executive Directors
prior to the approval by shareholders of this Remuneration
Policy will be honoured. In addition, pre-existing incentive
arrangements for employees promoted to the Board as
Executive Directors will normally continue in line with their pre-
agreed terms.
The Long-Term Incentive Plan 2019
(“LTIP 2019”)
The LTIP 2019 operated alongside the strategic growth plan
FYP2, launched in 2019, and provided a long-term incentive
closely linked to the contributions of individual Executive
Directors (and other participants) to long-term value creation
over the period covered by FYP2.
The maximum number of shares granted to a participant over
the life of the plan was determined by reference to their base
salary and the share price at the start of the plan. The award
level as a percentage of base salary varied by participant. The
Executive Director award level opportunities were as follows:
Role
Award level opportunity
(maximum total
cumulative award value as
a % of base salary in 2019)
Chief Executive Officer
Other Executive Directors
1,200%
600%
In addition to Executive Directors, selected key employees
from across the Group, including the Senior Leadership
Team, also participated in the LTIP 2019, at lower award
level opportunities.
Operation of the LTIP 2019
The LTIP 2019 had a bespoke design, which provided for
awards with both pre-grant and pre-vesting performance
conditions. This contrasts with most long-term incentive plans,
which operate with pre-vesting conditions only.
The total number of shares available for each participant was
set at the commencement of the plan in 2019, with ultimate
vesting subject to challenging four-year EPS growth targets
and the satisfaction of a discretionary financial underpin
over the period ended 31 July 2023. In addition, the LTIP 2019
was designed so that the number of shares awarded was
split into three separate tranches, which were only granted
at the end of each of the first three years of the four-year
performance period, subject to personal financial and non-
financial performance objectives being met. This meant that
all shares were, therefore, subject to: (i) challenging four-year
EPS growth targets and a discretionary operating profit margin
underpin; (ii) personal financial and non-financial targets; and
(iii) remaining employed during the four-year period of the plan.
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Directors' Remuneration Policy continued
The separate tranches (Award I, Award II and Award III) were
awarded in October 2020, November 2021 and October
2022, respectively, with these awards structured as nil cost
options. The grant of each tranche was conditional upon the
achievement of specific and demanding personal performance
objectives to be satisfied in the financial year preceding the
grant. The vesting of all LTIP 2019 awards was then dependent
on the Company’s EPS performance over the four-year period
ended 31 July 2023 and the satisfaction of a discretionary
operating profit margin underpin.
The full assessment of the pre-grant performance conditions
for the Executive Directors for the Award III tranche (granted
in October 2022), plus the assessment of the final vesting
level for all awards, is included in the Annual Report on
Remuneration on pages 120 to 122.
The normal vesting date for all LTIP 2019 awards will be the
date of the public announcement of YouGov’s annual results
for the financial year ended 31 July 2023.
The Executive Directors are required to retain any vested
shares acquired under the LTIP 2019 (either on an unexercised
or net of tax basis) until at least the first anniversary of the
vesting of the awards.
Awards under the plan are also subject to malus in
circumstances where there has been a material misstatement,
a material failure of risk management or serious reputational
damage to the Company.
Executive Director Remuneration Policy scenario analysis
The charts below illustrate the amounts that each of the current Executive Directors would be paid under different annual
performance scenarios, based on the Executive Directors’ Remuneration Policy.
Steve Hatch, Chief Executive Officer
Fixed
100%
£487k
On target
30%
Maximum
20%
28%
42%
£1,617k
28%
52%
£3,018k
£2,399k
£0
£500k
£1,000k
£1,500k
£2,000k
£2,500k
£3,000k
£3,500k
Fixed Pay
Annual Bonus
LTIP
LTIP value with 50% share price growth
Alex McIntosh, Chief Finance Officer
Fixed
On target
100%
£343k
37%
35%
29%
£937k
Maximum
26%
37%
37%
£1,562k
£1,318k
£0
£200k
£400k
£600k
£800k
£1,000k
£1,200k
£1,400k
£1,600k
£1,800k
Fixed Pay
Annual Bonus
LTIP
LTIP value with 50% share price growth
Sundip Chahal, Chief Business Officer
Fixed
100%
£413k
On target
41%
Maximum
30%
32%
27%
£1,007k
35%
35%
£1,632k
£1,388k
£0
£200k
£400k
£600k
£800k
£1,000k
£1,200k
£1,400k
£1,600k
£1,800k
Fixed Pay
Annual Bonus
LTIP
LTIP value with 50% share price growth
The underlying assumptions for the performance scenarios presented on the prior page are detailed below:
Fixed remuneration
Variable remuneration
• Base salary for FY24
• Pension and benefits
estimated based on FY23
actuals and/or contractual
entitlements
Performance
scenario
Minimum
On-target
Maximum
Maximum +
50% share price
appreciation
Annual bonus
• Not applicable
• On-target bonus (100% of
base salary)
• Maximum annual bonus
(150% of base salary)
• Maximum annual bonus
(150% of base salary)
LTIP 20234
• Not applicable
• Vesting at 55% of maximum
of award granted, based on
share price at the start of
the plan
• Vesting at 100% of
maximum of award
granted, based on the
share price at the start of
the plan
• Vesting at 100% of
maximum of award
granted, but with the
assumption of share price
growth of 50%
1 Steve Hatch is paid 100% GBP.
2 Alex McIntosh is paid 100% GBP.
3 Sundip Chahal is paid 100% AED. For this illustration, remuneration paid in AED has been translated into GBP at a rate of 1 GBP: 4.4443 AED, being the
average exchange rate during the reporting period.
4 As the Company’s long-term incentive awards are granted in shares and subject to stretching performance targets, the actual value of awards can vary
significantly, dependent on the extent to which targets are achieved and the movement in share price. No adjustments have been made for the potential
payment of dividends.
Non-Executive Directors’ Remuneration Policy
The Remuneration Committee is responsible for setting the remuneration of the Board Chair. The remuneration of the other Non-
Executive Directors is a matter reserved for the whole Board. The Board Chair and the other Non-Executive Directors receive fees
for their services, part paid in shares.
Performance
framework
Not applicable.
Purpose and link to strategy
Maximum opportunity
Operation
Fees
Supports recruitment and
retention of Non-Executive
Directors with the required skills
and experience to lead the
Company.
The Board believes that ownership
of the Company’s shares by the
Non-Executive Directors helps
to align their interests with those
of the Company’s shareholders,
hence a proportion of the fees is
normally paid in shares.
Fee levels are reviewed annually.
Aggregate fees are subject to
the limit of £500,000 as set out
in the Articles of Association. At
the AGM on 7 December 2023,
the Company will be asking
shareholders to approve an
increase in this limit to £800,000,
to reflect the recent increase in
the size of the Board of Directors.
Fees are set at a level that
facilitates the attraction and
retention of high-calibre Non-
Executive Directors to the Board
and take into consideration the
amount of time and level of
involvement required for the
Directors to carry out their duties.
Fees are paid in cash, although
Non-Executive Directors are
offered the opportunity to receive
a proportion of their fees in
shares. New shares are issued to
the Non-Executive Directors on an
annual basis.
New Non-Executive Directors will be remunerated in line with the table as set out above.
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Directors' Remuneration Policy continued
Directors' Remuneration Report
Annual Report on Remuneration
Letters of appointment
The Board Chair and the Non-Executive Directors serve under letters of appointment. The Directors are appointed for an initial
term of three years, terminable by either the Director or by the Company on 30 days’ notice. Details of the letters of appointment
of the current Non-Executive Directors are set out below.
This report provides details of Directors’ remuneration during the financial year to 31 July 2023. The report is unaudited,
except where stated. This is not a remuneration report as defined by company law.
Directors’ Remuneration (audited)
Directors’ remuneration in aggregate for the year ended 31 July 2023 (with the prior year comparative) was as follows:
Non-Executive Directors
Stephan Shakespeare
Rosemary Leith
Andrea Newman
Ashley Martin
Nick Prettejohn
Shalini Govil-Pai
Devesh Mishra
Title
Non-Executive Chair
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Contract execution date
28 July 2023
1 February 2015
6 December 2017
1 September 2018
13 June 2022
22 February 2023
22 February 2023
Notice period
30 days
30 days
30 days
30 days
30 days
30 days
30 days
Wider workforce remuneration policy
All employees are entitled to base salary and benefits.
Additionally, employees may be eligible for an annual cash
bonus opportunity linked to pre-determined targets or
objectives, or a commission plan in some roles.
The Committee has delegated to the Executive Directors
the responsibility for setting remuneration levels for the
wider workforce. The approach taken is broadly aligned
with that of the Executive Directors’ Remuneration Policy,
with remuneration set at levels that enables us to attract
and retain employees of the calibre necessary to drive the
Company’s success.
Design of the Company’s share incentive plans remains a
matter reserved for the Committee, including the approval
of award grants and vesting. When designing share incentive
plans, the Committee takes into consideration the attraction
and retention of high-performing employees who will
participate in the plans. The LTIP 2019 had a large number of
participants, all incentivised on the basis of individual pre-grant
performance conditions as well as Group financial pre-vest
performance conditions. The LTIP 2023 has been designed
with a smaller overall participant population, more in line with
the approach taken at other listed companies of a similar size
to YouGov. Under the plan, a small number of senior leaders
will receive performance shares on the same basis as Executive
Directors (albeit with smaller award levels). Other managers will
receive grants of restricted shares, which will vest subject to
continued employment only.
The Committee receives regular updates about workforce
remuneration-related projects, such as pay gap reports, the
annual pay review process and employee perceptions of
remuneration. When reviewing the UK pay gap information
report each year, the Committee also receives global pay gap
analysis to ensure that the focus remains on our pay gaps,
globally, and not only in those jurisdictions in which statutory
reporting is required.
Salary/
Fees
£
Taxable
Benefits
£
Annual
Bonus
£
Year
LTIP
£
Pension
£
Total Fixed
Remuneration
£
Total Variable
Remuneration
£
Total
£
Name
Executive Directors
Stephan Shakespeare
1, 4i, 5, 6
Alex McIntosh
2, 4ii, 6
Sundip Chahal
3, 4iii, 6
FY23 336,952
316,962
FY22
33,436
37,020
131,856 4,178,927
–
158,481
FY23
FY22
282,100
270,157
2,190 140,540 1,505,796
–
2,272
136,500
2,457
25,634
14,105
13,508
FY23 320,076
308,301
FY22
54,956
49,889
128,686 1,928,267 33,478
24,615
154,151
–
Non-Executive Directors
Roger Parry7
FY23
FY22
Rosemary Leith7
Ashley Martin7
Andrea Newman7
Nick Prettejohn7
Shalini Govil-Pai7
Devesh Mishra7
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
FY23
FY22
110,000
110,000
60,000
61,392
57,000
57,000
50,000
50,000
60,000
6,173
29,853
–
29,853
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
4,673,154
538,097
1,913,257
422,437
2,460,571
536,956
110,000
110,000
60,000
61,392
57,000
57,000
50,000
50,000
60,000
6,173
29,853
–
29,853
–
372,845
379,616
298,395
285,937
408,510
382,805
110,000
110,000
60,000
61,392
57,000
57,000
50,000
50,000
60,000
6,173
29,853
–
29,853
–
4,303,234
158,481
1,614,862
136,500
2,051,465
154,151
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1 Stephan Shakespeare’s base salary was increased by 4.0% to GBP 329,640 with effect from 1 October 2022. He was paid 85% in AED and 15% in GBP. For
this report, remuneration paid to Stephan Shakespeare in AED in the year has been translated into GBP at a rate of 1 GBP:4.4443 AED, being the average
exchange rate during the reporting period.
2 Alex McIntosh’s base salary was increased by 4.0% to GBP 283,920 with effect from 1 October 2022. He is paid 100% in GBP.
3 Sundip Chahal’s base salary was increased by 3.7% to AED 1,429,800 with effect from 1 October 2022. He is paid 100% in AED. For this report, remuneration
paid to Sundip Chahal in the year has been translated into GBP at a rate of 1 GBP:4.4443 AED, being the average exchange rate during the reporting period.
4 The taxable benefits received by the Executive Directors consist of the following:
i Private healthcare, travel and visa allowances and living accommodation allowance.
ii Private healthcare and childcare vouchers.
iii Private healthcare, travel and visa allowances and dependants’ school fees.
5 Pension amount for Stephan Shakespeare includes an end-of-service gratuity payment, as explained on page 108.
6 LTIP value is calculated by multiplying the number of shares which will vest by the average share price over the last three months of FY23 (£9.975 per share).
7 Non-Executive Directors are paid 100% in GBP and receive a proportion of their annual fee in shares in line with the Non-Executive Directors’ Remuneration
Policy. The Ordinary Shares granted in lieu of cash during the year are shown on page 124. As SID-Designate, Nick Prettejohn received the SID fee from
appointment to the Board in 2022. Non-Executive Directors’ fees are detailed on page 124.
Payments for External Appointments
No Executive Director received any remuneration in the year in respect of external non-executive appointments.
116
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Directors' Remuneration Report
Annual Report on Remuneration continued
Executive Directors’ Remuneration (audited)
Annual bonus performance outcome
As disclosed last year, for FY23, the Remuneration Committee agreed to operate the annual bonus scheme on the basis of 80%
being subject to adjusted operating profit targets and the remaining 20% being subject to key non-financial and individual targets
targets specific to each Executive Director.
Taking into account performance against the financial and individual targets as set out below, total bonuses were achieved of 71%
of base salary for Stephan Shakespeare and Sundip Chahal and 81% of base salary for Alex McIntosh. However, as set out in the
Statement from the Chair of the Remuneration Committee on page 105, in the interests of increasing the Company-wide bonus
pool, the Committee agreed with the Executive Directors that their total bonuses would be reduced and paid at the lower levels of
40% of salary for Stephan and Sundip and at 49.5% of salary for Alex.
Financial target (80% weighting)
This element of the bonus scheme was based on Adjusted Operating Profit performance. The Committee agreed the following
targets for the bonus.
Threshold
Intermediate target
Target
Maximum (cap)
Actual achieved
Performance
measure
Adjusted
operating profit1
for FY23 (£m)
£43.5m
£49.0m
£54.4m
£68.0m
£48.3m
Outturn
Bonus
payable as % of
base salary
0%
60%
80%
120%
52%2
1 Defined in the explanation of non-IFRS measures on page 46. For the purpose of the Executive Directors’ bonus plan, operating profit is also determined
after all workforce bonuses have been charged and the calculation has been signed off by the Audit & Risk Committee.
2 Actual bonus received was lower than this. For the explanation of the differential between the bonus achieved and received, see the paragraph above
the table.
Non-financial and individual targets (20% weighting)
For this element of the bonus scheme, the Committee agreed a number of targets for each Director linked to commercial and
strategic objectives relevant to their individual role (including targets linked to ESG matters). A summary of the targets, plus
performance against them, is set out below.
Stephan Shakespeare (Chief Executive Officer during the year)
Objectives
Achievement = 19%
• Launch the new Survey Direct product; transition Survey Direct
sampling and fielding to core systems; connect product and
custom data
• YouGov Survey Direct launched, improvements
implemented in sampling and fielding, audience data
connected
• Appropriately progress the M&A strategy to Board approval
• M&A strategy progressed to Board approval
• Present well-articulated strategic growth plan at Capital Markets
Day; receive positive feedback from investors and analysts
• Strategic growth plan presented at the Capital Markets
Day to positive feedback from investors and analysts
• Demonstrate progress on the acquisition of major clients
• Supported the acquisition of new major clients
• Achieve 95% compliance on client services timesheets; enforce
full compliance on mandatory staff training and performance
management tool
• 88% timesheet compliance achieved, 98% mandatory
training compliance achieved, and 88% performance
management compliance achieved
• Agree roadmap for new business website and achieve quarterly
milestones; develop and undertake schedule of employee
awareness initiatives; include social mission in relaunch of
Employer Value Proposition
• New business website launched; series of awareness
initiatives completed; relaunch of Employer Value
Proposition in progress
Alex McIntosh (Chief Finance Officer)
Objectives
• Deliver new data dashboards that support performance tracking
of the new strategic growth plan
• Continued execution against Board-approved M&A strategy; well-
actioned deals and integration; regular updates provided to Board
Achievement = 28.5%
• New data dashboards launched with materially
enhanced performance tracking capabilities
• Exceptional execution of M&A strategy
• FY22 audit actions completed and FY23 audit deemed
• Verification of completion of FY22 audit review actions; deliver
to be effective
effective FY23 year-end audit
• 360° appraisal results positive and in line with
• Complete 360° appraisal on quality and strength of Finance
expectations
function (including feedback on own role)
• Achieve 95% compliance on client services timesheets; enforce
full compliance on mandatory staff training and performance
management tool
•
Incorporate ESG metrics into Supplier Approval process;
define and communicate acceptable levels of supplier ESG
commitments
• 88% timesheet compliance achieved, 98% mandatory
training compliance achieved, and 88% performance
management compliance achieved
• ESG metrics fully incorporated into supplier approval
processes and communications
Sundip Chahal (Chief Operating Officer during the year)
Objectives
Achievement = 19%
•
Identify baseline customer satisfaction results and demonstrate
improvements by year-end
•
Improvements in baseline client c-sat scores achieved
• M&A integration progressed to the Board’s satisfaction
• Successfully integrate acquired companies/assets; regular
updates provided to Board
• Reduced staff cost by revenue ratio; demonstrate utilisation of
timesheet data to make business improvement decisions
•
Increased ratio of CenX to non-CenX delivery globally; reduce
cost of operations by revenue ratio
• Reduction in staff costs by revenue achieved;
demonstrable evidence of timesheet data contributing
to business decisions
•
Increase in ratio of CenX to non-CenX delivery
achieved; cost of operations by revenue ratio reduction
achieved
• Achieve 95% compliance on client services timesheets; enforce
full compliance on mandatory staff training and performance
management tool
• 88% timesheet compliance achieved, 98% mandatory
training compliance achieved, and 88% performance
management compliance achieved
• Publish workforce diversity report and define specific initiatives
• Workforce diversity report published and initiatives
by year-end
completed during the year
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Directors' Remuneration Report
Annual Report on Remuneration continued
Grants under the LTIP 2019
The LTIP 2019 involved the grant of awards in three equal tranches (Award I, Award II and Award III in 2020, 2021, and 2022,
respectively), with each grant subject to the achievement of specific and demanding personal performance objectives for the
prior financial year. The Executive Directors’ overall award opportunities, and the grants made during the year (Award III granted in
October 2022), are shown in the table below.
Award III
Total plan
potential
award
opportunity
value (% of
base salary)
1,200%
600%
600%
Total plan
potential
award
value (no.
of shares)¹
Plan
performance
period
573,786 1 August 2019
to 31 July
2023
206,754 1 August 2019
to 31 July
2023
264,760 1 August 2019
to 31 July
2023
Stephan
Shakespeare
Alex
McIntosh
Sundip
Chahal
Award III
potential
award
opportunity
(no. of
shares)
Proportion
of FY22
personal
performance
objectives
achieved
Award III
grant
outcome
(no.
shares
granted)
191,262
96% 183,612
68,918
96%
66,161
88,253
96%
84,724
Date of
grant
27–
Oct–22
27–
Oct–22
27–
Oct–22
Face value
of award
at grant2
Type
of grant
Vesting
date
£1,725,953 Conditional
nil-cost
options
£621,913 Conditional
nil-cost
options
31–
Oct–23
31–
Oct–23
£796,406 Conditional
nil-cost
options
31-
Oct–23
1 The total plan opportunity was set using a plan strike price of £5.69, being the average of the closing share price over the ten business days to 19
November 2019.
2 The face value of awards reflects the closing share price on 27 October 2022 of £9.40.
The grant of Award III in October 2022 was based on the achievement of performance objectives over the financial year ended
31 July 2022. As previously disclosed, the Committee introduced some shared ESG objectives for all of the Executive Directors for
Award III, to supplement commercial and strategic objectives specific to each Director. The ESG objectives had a 10% weighting,
with the commercial and strategic objectives accounting for the remaining 90%. A summary of the Executive Directors’ objectives
for Award III and the performance achieved is provided below.
Grant performance objectives – shared ESG objectives
ESG objective
Metric
Improve career pathways and
opportunities for workforce development
Successful implementation of career
pathway policies; employee satisfaction
metrics
Improve workforce diversity to
appropriately reflect the sectors and
regions in which YouGov operates
Demonstrable progress towards
representation
Continue to reduce the Company’s
gender pay gap
Improvement against the 2021 mean
gender pay gap
Achievement = 60%
•
Improved FY22 employee
engagement score
• Progress made with job-specific career
pathways
• Significant progress in gender balance
in Senior Leadership Team and modest
progress elsewhere
• Limited progress in ethnicity balance in
US workforce
• 2022 mean gender pay gap significantly
reduced (Group 10% in 2022 vs 16%
in 2021)
In addition to the shared ESG objectives, the Executive Directors had individual commercial and strategic personal performance
objectives, as summarised on page 121.
Grant performance objectives – individual commercial and strategic objectives
Stephan Shakespeare (Chief Executive Officer during the year)
Commercial Objective
Metric
Achievement = 100%
Executive Directors’ succession and
transition planning
Develop M&A opportunities
Prepare for next strategic growth plan
Cultivate major clients directly
Ensure high-performing HR function is
in place
Transition plan defined
• All objectives were met, including
Appropriately progressing the M&A
strategy
New strategic plan defined and
developed
Demonstrable progress on client
acquisition from target list
Performance metrics reported to
Board twice a year, including employee
satisfaction metric
appropriate progress with succession
planning and the new strategic growth
plan; LINK acquisition undertaken; major
client wins and expansion of existing
client opportunities; New People
leadership in place and improvements
in quality of reporting to Board and the
Remuneration Committee
Alex McIntosh (Chief Finance Officer)
Commercial Objective
Metric
Development of management
information to allow efficient monitoring
and informed decision making
Lead an effective Finance function
Define and execute M&A strategy
Deliver an effective year-end audit and
completion of actions arising
Ensure investor engagement and
management of City expectations
Delivery of business information to
relevant stakeholders and internal client
satisfaction survey
A 360° appraisal
Continued execution against Board-
approved M&A strategy
Stakeholder feedback from external
auditors and Audit & Risk Committee, and
completion of actions
Investor and analyst feedback
Achievement = 100%
• Clear evidence of enhancements,
e.g. New Transparency Unit providing
dashboards on key metrics to key
stakeholders; Finance function
operating effectively under strong
leadership; very positive feedback from
investors and analysts
Sundip Chahal (Chief Operating Officer during the year)
Commercial Objective
Metric
Achievement = 100%
Oversee all aspects of the Strategic
Sales Plan to deliver sales growth targets
Drive high quality of client service
Oversee the successful integration of
acquisitions (M&A)
Sales growth as per sales targets set at
start of year which includes delivery of
sales to a minimum target
Client satisfaction and retention
KPIs defined and improvements
demonstrated
Successful integration of acquired
companies/assets
• Strong financial performance, e.g.
minimum sales target exceeded,
improvements in overall Group margin,
reduction in staff cost as a percentage
of revenue; good execution of M&A
integration
Improve productivity (using CenX) to
grow margin
Manage cost of operations (panel, IT,
CenX) and drive high performance and
efficiencies
Demonstrable productivity
improvements
Improvements in cost of operations
(panel, IT, CenX) as a percentage of
revenue
As a result of the achievement of the performance conditions as set out above, the Award III grants to the Executive Directors
were made at a level of 96% of the maximum. As noted above, Award III was granted in October 2022.
Summaries of the personal performance objectives in place for Award I and Award II can be found in the Directors’ Remuneration
Reports for FY21 and FY22, respectively.
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Annual Report on Remuneration continued
Vesting of the LTIP 2019 awards
The vesting of all three tranches of the awards granted under the LTIP 2019 was subject to the achievement of targets based
on compound annual growth in adjusted basic EPS. Performance was measured over a four-year period ended 31 July 2023,
with the 2019 financial year as the base year. EPS was defined for the purpose of this assessment in line with YouGov’s reported
accounting policies, and excludes exceptional and non-recurring items, but includes acquisitions to ensure it fairly reflected the
performance achieved.
The full vesting scale and the performance achieved is set out in the table below.
4-year adjusted basic EPS1 CAGR
Below 10%
Between 10% and 15%
Between 15% and 35%
35% or above
% of award vesting
Nil
Pro-rata between 10% and 25%
Pro-rata between 25% and 100%
100%
The level of adjusted basic EPS reported for FY23 (40.5p) represented a CAGR of 28% from the FY19 base year. This leads to a
vesting level of 74%.
In addition, the award was subject to a discretionary underpin based on the quality of the underlying financial performance of the
Company during 2019–23. This included the average of the adjusted operating profit margin1 being at least 15% over the period.
The Remuneration Committee confirmed that this underpin had been met. As a result, in late October 2023, the LTIP 2019 will vest
at a level of 74%.
1 Defined in the explanation of non-IFRS measures on page 46.
Share options (audited)
The following unexercised nil cost options over shares were held by Executive Directors as of 31 July 2023:
Plan
Stephan Shakespeare
LTIP 2019
LTIP 2019
LTIP 2019
Total
Alex McIntosh
LTIP 2009
LTIP 2014
LTIP 2014
LTIP 2014
LTIP 2014
LTIP 2019
LTIP 2019
LTIP 2019
Total
Sundip Chahal
LTIP 2019
LTIP 2019
LTIP 2019
Total
Date
of grant
Earliest
exercise
date
Expiry
date
Number at
31 July
2022
Awarded
in year
Exercised
in year
Number at
31 July
2023
30–Oct–20
12–Nov–21
27–Oct–22
31–Oct–23
31–Oct–23
31–Oct–23
29–Oct–30
11–Nov–31
27–Oct–32
191,262
191,262
–
–
–
183,612
382,524
183,612
07–Apr–14
09–Dec–15
17–Nov–16
12–Dec–17
03–Apr–18
30–Oct–20
12–Nov–21
27–Oct–22
17–Oct–16
14–Oct–19
14–Oct–19
14–Oct–19
14–Oct–19
31–Oct–23
31–Oct–23
31–Oct–23
06–Apr–24
08–Dec–25
16–Nov–26
11–Dec–27
11–Dec–27
29–Oct–30
11–Nov–31
27–Oct–32
11,517
86,486
86,486
86,487
191,291
68,918
68,918
–
–
–
–
–
–
–
–
66,161
–
–
–
–
11,517
18,483
–
–
–
–
–
–
600,103
66,161
30,000
30–Oct–20
12–Nov–21
27–Oct–22
31–Oct–23
31–Oct–23
31–Oct–23
29–Oct–30
11–Nov–31
27–Oct–32
88,253
88,253
–
–
–
84,724
176,506
84,724
–
–
–
–
191,262
191,262
183,612
566,136
0
68,003
86,486
86,487
191,291
68,918
68,918
66,161
636,264
88,253
88,253
84,724
261,230
Exercises during the year ended 31 July 2023:
1. On 18 May 2023, Alex McIntosh exercised 30,000 nil-cost options (2022: 15,326) when the market price was £10.00.
2. Stephan Shakespeare and Sundip Chahal did not exercise any nil-cost options during the year to 31 July 2023.
CEO remuneration history
The table below shows the CEO’s fixed and variable pay, including annual bonus, and LTIP vesting when applicable, over the last
10 years.
Year to
31 July
2023
Stephan
Shakespeare
Fixed remuneration (£)¹ 372,845
Annual bonus (£)
Annual bonus
(% of maximum)²
LTIP vesting (£)³
LTIP vesting
(% of opportunity)4
26.6%
4,178,927
131,856
74.0%
Year to
31 July
2022
379,617
158,481
Year to
31 July
2021
Year to
31 July
2020
375,670 329,063
282,953
244,061
Year to
Year to
31 July
31 July
2018
2019
307,745
331,017
291,961 258,589
Year to
31 July
2017
Year to
31 July
2016
Year to
31 July
2014
252,077 248,909 245,954 228,430
125,456
241,970 237,225
252,718
Year to
31 July
2015
33.0%
n/a
51.3%
n/a
69.3%
73.7%
n/a 13,288,342
67.1%
n/a
96.6%
n/a
95.2%
n/a
50.0%
27.5%
187,688 468,842
n/a
n/a
n/a
100.0%
n/a
n/a
n/a
100.0% 100.0%
1 Fixed remuneration includes base salary, benefits and pension.
2 Throughout all 10 years, the on-target annual bonus figure has remained 100% of base salary. For 2014 and 2015, the three-year bonus plan was capped at
the equivalent of 200% of base salary per annum. In 2016 and 2017, the annual bonus was capped at 105% of base salary. In 2018–23, the annual bonus was
capped at 150% of base salary.
3 LTIP vesting levels are reported in respect of the final year of the performance period for each LTIP award. The figure reported for the year to 31 July 2023
represents the value of the shares, which will vest under the LTIP 2019 as a result of the performance achieved over the performance period, which ended
on 31 July 2023. The value of the shares has been calculated on the basis of the average share price over the last three months of FY23, as reported in the
table of Directors’ remuneration on page 117. The figure reported for the year to 31 July 2019 represents the value of the shares, which vested under the LTIP
2014 as a result of the performance achieved over the performance period, which ended on 31 July 2019. The figures reported for the years 2015 and 2014
reflect the value of earlier awards granted under the Deferred Share Plan 2010 (for the 2015 disclosure) and the LTIP 2009 (for the 2014 disclosure). Full
details of these awards were provided in previous Directors’ Remuneration Reports.
4 LTIP vesting shows the percentage of the eligible awards that vested in that financial year.
Total shareholder return
The chart below compares the value of £100 invested in YouGov plc shares (including reinvested dividends) on 1 August 2013,
compared to the equivalent investment in the FTSE AIM All Share Index, over the last 10 financial years (1 August 2013 to 31 July 2023).
)
0
0
1
o
t
d
e
s
a
b
e
r
(
n
r
u
t
e
r
r
e
d
o
h
e
r
a
h
s
l
a
t
o
T
l
3,000
2,500
2,000
1,500
1,000
500
0
Jul-13
Jul-14
Jul-15
Jul-16
Jul-17
Jul-18
Jul-19
Jul-20
Jul-21
Jul-22
Jul-23
YouGov TSR
FTSE AIM All Share TSR
122
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT
Directors' Remuneration Report
Annual Report on Remuneration continued
Non-Executive Directors’ remuneration (audited)
Additional remuneration disclosures
Fee rates
There were no changes to the fee rates for the Non-Executive Directors in the year to 31 July 2023.
Annual fee rates applicable during the year were as follows:
Role
Non-Executive Chair
Non-Executive Director
Senior Independent Director
Audit & Risk Committee/Remuneration Committee Chair
Annual fee
rate (£)
110,000
50,000
10,000
7,000
Total remuneration for the Non-Executive Directors in the reporting year is shown on page 117.
Fee proportion paid in shares
In line with the Directors’ Remuneration Policy, the Non-Executive Directors are offered the opportunity to receive a proportion
of their fee in the form of Ordinary Shares in YouGov plc, in lieu of cash. For the year to 31 July 2023, payments made in shares
amounted to 5,744 shares in total (2022: 4,661 shares) as detailed in the table below.
Name
Roger Parry
Rosemary Leith
Ashley Martin
Andrea Newman
Nick Prettejohn
Shalini Govil-Pai
Devesh Mishra
Role
Non-Executive Chair
Non-Executive Director & Senior Independent Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
Non-Executive Director
1 The market value reflects the closing share price of the last trading day prior to payment on 24 April 2023 of £8.70.
Directors’ share interests
The table below shows the shares held by the Directors as at 31 July 2023.
Shares
issued
Market
value (£)¹
–
1,724
574
574
574
1,724
574
n/a
£15,000
£5,000
£5,000
£5,000
£15,000
£5,000
Executive Directors
Stephan Shakespeare
Alex McIntosh
Sundip Chahal
Non-Executive Directors
Roger Parry
Rosemary Leith
Ashley Martin
Andrea Newman
Nick Prettejohn
Devesh Mishra
Shalini Govil-Pai
Share
options with
performance
conditions
Share awards
without
performance
conditions
Vested but
unexercised
share options
Shares
beneficially
owned
Total interest
in shares
566,136
203,997
261,230
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
432,267
–
2,123,0291
5,435
818,400
2,689,165
641,699
1,079,630
–
–
–
–
–
–
–
100,471
17,493
8,988
4,645
574
574
1,724
100,471
17,493
8,988
4,645
574
574
1,724
1 Includes 559,404 Ordinary Shares held by Stephan Shakespeare’s wife, Rosamund Shakespeare, and 1,563,625 Ordinary Shares held by Shaers Limited.
The Remuneration Committee
The Committee is comprised of independent Non-Executive Directors. The Committee is chaired by Rosemary Leith and its
other members are Ashley Martin, Andrea Newman, Nick Prettejohn and, with effect from 10 October 2023, Shalini Govil-Pai. The
Committee met six times during the year under review and the number of meetings attended by each Committee member is
shown on page 104.
The Company Secretary attends all meetings as Secretary to the Committee and, by invitation of the Committee Chair, meetings
may also be attended by the Board Chair, Chief Executive Officer, Chief People Officer, Deputy Company Secretary and external
professional advisors for all, or part of, any meeting as, and when, appropriate and necessary.
The Committee operates within the parameters of Terms of Reference agreed by the Board, which were last reviewed and
approved in December 2022. The Board has formally delegated certain remuneration matters to the Committee, which are
considered reserved matters. The Terms of Reference and the reserved matters for the Committee can be viewed on the
Company’s corporate website (corporate.yougov.com/esg/governance/corporate-governance).
Committee effectiveness
In 2023, a review of the performance of the Committee was conducted as part of the wider review of the performance of the
Board detailed on page 89. The review found that the Committee performs effectively.
External advisors
The Committee is authorised to obtain the advice of external independent remuneration consultants and is solely responsible for
their appointment, retention and termination. During the year, Korn Ferry have provided independent advice to the Committee.
Korn Ferry are members of the Remuneration Consultants Group and adhere to its code of conduct. The Committee considers
Korn Ferry’s advice impartial and is satisfied that the service team does not have any connections with the Company that might
impair its independence. Total fees paid to Korn Ferry in FY23 for remuneration related services were £99,158 (FY22: £142,105).
AGM voting
Although AIM companies are not required to seek shareholder approval of their Directors’ Remuneration Report, our standard
practice is to present our Annual Report on Remuneration for a shareholder vote at each AGM to provide accountability and
transparency over our remuneration practices. A summary of voting on this report for the past five years is shown in the
table below.
2022
2021
2020
2019
2018
For
Against Discretionary
83,514,836
76,419,890
76,807,494
61,946,210
73,463,391
1,784,572
1,782,079
67,182
40
2,137,756
378
–
789
212
–
Withheld
19,903
2,039,559
760,463
450
1,000
Total
85 319 689
80,241,528
77,635,928
61,946,912
75,602,147
% for
97.89%
95.28%
98.93%
99.99%
97.17%
At stated on page 108, at the AGM in December, we will be seeking shareholder approval for: (i) the Directors' Remuneration Report
for FY23; (ii) the Directors' Remuneration Policy; and (iii) the Long-Term Incentive Plan 2023. There will be an additional resolution to
adopt new Articles of Association to provide for an increase in the aggregate limit on fees paid to the Non-Executive Directors to
reflect the increased Board size.
Report signed on behalf of the Board:
Rosemary Leith
Chair, Remuneration Committee
10 October 2023
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Directors' Report
Directors’ Report for the year ended
31 July 2023
The Directors present their report for the year ended
31 July 2023, which has been prepared in accordance
with the Companies Act 2006.
Other information, which has been included elsewhere
within the Annual Report, but which is relevant to this
report, is incorporated by reference, per the table below:
Disclosure
Pages
Corporate Governance Code and arrangements
82–83
Directors of YouGov plc in office during the year
78–81
Directors’ interests in shares
Directors’ statement of responsibility
Employee involvement, engagement and
policies
Events after the reporting year
Financial risks
Financial summary
Future developments and prospects
Group's overseas branches
Going concern
Key performance indicators
Operating results
Principal risks and uncertainties
Relationship with suppliers, customers and
other stakeholders
Section 172 statement
Streamlined Energy and Carbon Reporting
Regulations (“SECR”) disclosure
Task Force on Climate-Related Financial
Disclosures (“TCFD”)
Transactions with Directors and other
related parties
124
129
65
191
70–73
40
35
191
149
38
01
70
48–49
48–49
58–59
54–59
191
Principal activity
YouGov plc and subsidiaries’ principal activity is the provision
of market research, data analytics and related services.
Legal form
YouGov plc is a public limited company listed on the AIM
sub-market of the London Stock Exchange.
Directors’ insurance
During the financial year, the Group has maintained Directors’
and Officers’ liability insurance. In accordance with Section 234
of the Companies Act 2006, qualifying third-party indemnity
provisions are in place for the Directors and Company
Secretary in respect of liabilities incurred because of their
office, to the extent permitted by law. This insurance was in
force during the financial year and at the date of signing of the
Annual Report & Accounts.
Modern slavery act
Our statement on modern slavery in our supply chain is
available on our corporate website (corporate.yougov.com/
modernslavery) and is submitted to the UK government’s
Modern Slavery Act Statement Registry annually.
Supplier payment practices
It is the policy and practice of the Group to make payments
due to suppliers in accordance with agreed terms and
conditions, which is generally 30 days. For the year ended 31
July 2023, the average time taken to pay third-party invoices
was 19 days. During the year, the Company has reported on
payment practices under the Reporting on Payment Practices
and Performance Regulations 2017.
Charitable and political contributions
Donations to charitable organisations amounted to
£167,000 (2022: £142,000). This included an annual
subscription of £100,000 (2022: £100,000) in respect of the
YouGov-Cambridge Programme, an academic partnership
established with Cambridge University’s Department of Politics
and International Studies.
The Company does not make political donations.
Research and development
The Group’s research and development activities centre on the
development of bespoke software solutions to support and
advance our online capabilities. In 2023, £7.8m (2022: £6.9m)
was capitalised and included within intangible fixed assets.
Capitalised development is amortised to the income statement
over a period of three years; the amortisation charge in respect
of capitalised development costs was £9.3m (2022: £9.1m).
Treasury shares
The total number of shares held in treasury at 31 July 2023 was
nil (2022: nil). The YouGov Employee Benefit Trust holds shares
to facilitate the settlement of awards under employee share
schemes. These are not considered treasury shares under
company law. For information on the Employee Benefit Trust,
see below.
Authority to purchase the
company’s shares
At the AGM on 8 December 2022, shareholders authorised
the Company to make one or more market purchases of up
to 11,146,068 of the Company’s Ordinary Shares to be held in
treasury at a price between 0.2p (exclusive of expenses), and
105% of the average closing middle market price of a share
for the five business days immediately preceding the date on
which the share is purchased. No purchases were made during
the year, except for purchases made by the Employee Benefit
Trust. The Directors propose to update this authority at the
2023 AGM.
Employee benefit trust
Sanne Fiduciary Services Limited (“Sanne”) is Trustee of the
YouGov Employee Benefit Trust (the “Trust”) and tasked with
a programme of share purchases. The purpose of these
purchases is to facilitate the settlement of awards under
the Company’s employee share schemes. At 31 July 2023,
the YouGov Employee Benefit Trust held 2,044,783 Ordinary
Shares.
Major shareholders
At 31 July 2023, the Company was aware of the following
interests in 3% or more of the nominal value of the
Company’s shares:
Shareholder
Liontrust Asset Management
abrdn
BlackRock
Octopus Investments
T Rowe Price Global Investments
Brown Capital Management
Shares
12,136,085
9,351,447
8,371,321
7,416,729
6,336,078
5,367,182
Percentage
issued share
capital
10.37
7.99
7.15
6.34
5.41
4.58
After 31 July 2023, and up to the 29 September 2023, being
the last practicable date before publication of this report, there
were no changes to constituents of the major shareholders
list above.
Placing
On 11 July 2023, the Company completed a non-pre-emptive
placing of 5,567,256 new ordinary shares of 0.2 pence each at
a price of £9.20 per placing share, a discount of approximately
3.7% to the closing share price of £9.55 on 6 July 2023, raising
gross proceeds of £51.2m. The net proceeds of the Placing are
to be used to partly fund the consideration for the planned
acquisition of GfK's Consumer Panel Business with the
remainder to be financed by a fully committed bridge debt
facility and cash on balance sheet. The Placing Shares being
issued represent 4.9% of the existing issued ordinary share
capital of the Company immediately prior to the Placing. The
Company consulted with a number of its major institutional
shareholders prior to the Placing and respected the principles
of pre-emption through the allocation process insofar as
possible. The Company was pleased by the strong support it
received from new and existing shareholders.
Directors’ interests in shares
The shareholdings of YouGov plc Directors are listed within the
Directors’ Remuneration Report on page 122.
Calculation of interests
When calculating their percentage holdings in the Company,
shareholders should use the issued share capital figure minus
any shares held by the YouGov Employee Benefit Trust as the
denominator for the calculations by which they will determine
if they are required to notify their interest in, or a change
to their interest in, the Group under the Financial Conduct
Authority’s Disclosure and Transparency Rules. Shareholders
are advised to refer to the Company’s latest “Total Voting
Rights” announcement, which is available on the Regulatory
News Service or from our corporate website (corporate.
yougov.com/investors/regulatory-announcements).
Dividends
A final dividend of 7.0p per share in respect of the year ended
31 July 2022 was paid on 12 December 2022, amounting to
a total payment of £7.7m. A dividend of 8.75p per share in
respect of the year ended 31 July 2023, amounting to a total
payment of £10,065,000 will be proposed at the Annual
General Meeting on 7 December 2023.
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Directors' Report
continued
Employee policies, involvement,
and engagement
The Board is committed to pursuing equality and diversity in
all its employment activities including recruitment, training,
career development and promotion, and ensuring there is
no bias or discrimination in the treatment of people. Our
learning and development and career development resources,
opportunities and processes are available for all our employees
to access, regardless of their gender identity or expression,
race, age, disability or other protected characteristic. See our
statement on equal opportunities on page 63. Applications for
employment are welcomed from persons with disabilities, and
special arrangements and adjustments as necessary are made
to ensure that applicants are treated fairly when attending
for interview or for pre-employment aptitude tests. Wherever
possible, the opportunity is taken to make appropriate
adjustments for or retrain people who become disabled
during their employment to maintain their employment within
the Group.
The Board firmly believes in the importance of keeping
employees informed and engaged in the financial and
economic factors affecting the Group’s performance.
Employees are encouraged to own shares in the Company,
and many employees are shareholders and/or hold options
under the Group’s share option schemes as part of their
compensation packages.
For more information about how we involve, engage and
communicate with employees, see pages 63 to 65.
For more information about how the Board of Directors has had
regard to employee interests in respect of principal decisions
taken during the year, see pages 49.
Going concern
For information on how management has assessed going
concern, see page 149.
Fair, balanced and
understandable statement
The Directors consider that the Annual Report & Accounts,
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for shareholders to assess
the Group and Parent Company’s position and performance,
business model and strategy.
Auditors
A resolution to reappoint PricewaterhouseCoopers LLP
as auditor of the Group was approved by the Company’s
shareholders at the Company’s 2022 AGM.
Following a tender for external auditor services undertaken in
FY23, a resolution to appoint Grant Thornton UK LLP as auditor
of the Group, and a resolution to authorise the Directors to
determine the remuneration of the auditor, will be put to
shareholders at the Company's 2023 AGM.
Auditor independence
In accordance with Section 418(2) of the Companies Act 2006,
each of the Company’s Directors in office as at the date of this
report confirms that:
• so far as the Directors are aware, there is no relevant
audit information of which the Company’s auditors are
unaware; and
• all steps have been taken as a Director to make themselves
aware of any relevant audit information and to establish that
the Company’s auditors are aware of that information.
Annual general meeting
The AGM of the Company will be held on 7 December 2023.
The Notice of AGM can be found on pages 201 to 211.
Tilly Heald
Chief Governance & Compliance Officer
and Company Secretary
On behalf of the Board
10 October 2023
Statement of Directors’ responsibilities in
respect of the financial statements
The Directors are responsible for preparing the Annual Report
and financial statements in accordance with applicable law
and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the
Directors, have prepared the Group financial statements
in accordance with UK-adopted international accounting
standards and the Parent Company financial statements
in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 “Reduced Disclosure Framework” and
applicable law).
Under company law, Directors must not approve the financial
statements unless they are satisfied that they give a true
and fair view of the state of affairs of the Group and Parent
Company and of the profit or loss of the Group for that
period. In preparing the financial statements, the Directors are
required to:
• select suitable accounting policies and then apply
them consistently;
• state whether applicable UK-adopted international
accounting standards have been followed for the group
financial statements and United Kingdom Accounting
Standards, comprising FRS 101 have been followed for
the Parent Company financial statements, subject to
any material departures disclosed and explained in the
financial statements;
• make judgements and accounting estimates that are
reasonable and prudent; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and
Parent Company will continue in business.
The Directors are responsible for safeguarding the assets
of the Group and Parent Company and, hence, for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s and Parent Company’s transactions and disclose
with reasonable accuracy at any time the financial position of
the Group and Parent Company and enable them to ensure
that the financial statements and the Directors’ Remuneration
Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and
integrity of the Parent Company’s website. Legislation in the
United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in
other jurisdictions.
Alex McIntosh
Chief Finance Officer
On behalf of the Board
10 October 2023
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023GOVERNANCE REPORT Financial
Statements
F I N A N C I A L S T A T E M E N T S
C O N T E N T S
Financial Statements
Independent Auditors’ Report to the
Members of YouGov plc
Consolidated Income Statement
Consolidated Statement of
Comprehensive Income
Consolidated Statement of Financial
Position
Consolidated Statement of Changes
in Equity
Consolidated Statement of Cash Flows
Parent Company Statement of Financial
Position
Parent Company Statement of Changes
in Equity
Principal Accounting Policies of the
Consolidated Financial Statements
Notes to the Consolidated Financial
Statements
Group Five-Year Financial Summary
132
141
142
143
144
145
146
147
148
163
193
130
YouGov plc Annual Report & Accounts 2023
YouGov plc Annual Report & Accounts 2023
131
Independent Auditor’s Report
to the members of YouGov plc
Report on the audit of the financial statements
Opinion
In our opinion:
• YouGov plc’s group financial statements and parent company financial statements (the “financial statements”) give a true and
fair view of the state of the group’s and of the parent company’s affairs as at 31 July 2023 and of the group’s profit and the
group’s cash flows for the year then ended;
•
•
the group financial statements have been properly prepared in accordance with UK-adopted international accounting
standards as applied in accordance with the provisions of the Companies Act 2006;
the parent company financial statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”,
and applicable law); and
•
the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report & Accounts 2023 (the “Annual Report”), which
comprise: the Consolidated and Parent Company Statements of Financial Position as at 31 July 2023; the Consolidated Income
Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of
Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended; the Principal Accounting Policies of the
Consolidated Financial Statements; and the notes to the Consolidated Financial Statements.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard, as applicable to other listed entities of public interest, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not
provided.
We have provided no non-audit services to the parent company or its controlled undertakings in the period under audit.
Our audit approach
Context
The Group’s financial statements are a consolidation of 44 legal entities. The focus of the Group team’s work was on YouGov plc
and YouGov America Inc. which were included as full scope components. In the current year YouGov Deutschland GmbH and
LINK Marketing Services AG were also in full scope and we received reporting on the complete financial information of these
units from PwC Germany and PwC Switzerland. In addition, audit procedures were performed over specific financial statement
line items for YouGov Singapore Pte. Limited and YouGov Galaxy Pty Limited entities by the PwC Singapore team and for Crunch
Cloud Analytics LLC and YouGov Services ltd by the Group team.
Overview
Audit scope
• Our testing accounted for 76% of profit before tax and 82% of Group revenue.
Key audit matters
• Capitalisation of consumer panel intangible assets (group and parent company)
• Capitalisation of software development costs (group)
• Carrying value of goodwill and investments (group and parent company)
• Revenue recognition (group and parent company)
Materiality
• Overall group materiality: £2,100,000 (2022: £1,125,000) based on 5% of profit before tax.
• Overall parent company materiality: £611,000 (2022: £550,000) based on 1% of total revenue.
• Performance materiality: £1,575,000 (2022: £843,750) (group) and £458,000 (2022: £412,000) (parent company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether
or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we
make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Acquisition accounting for LINK Marketing Services AG and Rezonence Limited, which was a key audit matter last year, is no
longer included because there have been no new acquisitions in the period. Otherwise, the key audit matters below are consistent
with last year.
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS Independent Auditor’s Report
to the members of YouGov plc
continued
Key audit matter
How our audit addressed the key audit matter
Key audit matter
How our audit addressed the key audit matter
Capitalisation of consumer panel intangible
assets (group and parent company)
In completing our work over the capitalisation of consumer panel
intangible assets, we performed the following procedures:
Carrying value of goodwill and investments
(group and parent company)
In our work over the impairment of goodwill and investments, we have
performed the following procedures:
Refer to Principal Accounting Policies of the
Consolidated Financial Statements and Note 11.
The Group incurs costs in acquiring panel members
for its international consumer panels, which are a
key part of the YouGov business and its offering to
clients. Certain costs are capitalised as intangible
assets in the Consolidated and Parent Company
Statements of Financial Position.
We focused on this as a key audit matter because
of the significant level of judgement in determining
whether the ongoing capitalisation of costs of panel
acquisition meet the criteria of a separately acquired
intangible asset under IAS 38.
It is necessary to demonstrate that the asset is
identifiable, under the control of YouGov plc and
delivers future economic benefits.
- Challenged management to demonstrate the separability of the
asset from the wider YouGov plc business, corroborated that the
costs are directly related to the acquisition of panellists and tested
management’s assessment of the enhanced economic benefits that
are linked to the costs incurred;
- Tested a sample of costs incurred to supporting invoices and tested
whether those costs resulted in the addition of members to the panel.
We also considered the nature of the costs subject to audit testing and
whether they are permissible to be capitalised under IAS 38;
- Reviewed and challenged management’s plans for the panel and
corroborated the linkage between the costs incurred and expansion
into new sectors and regions or the development of new products;
- Assessed the appropriateness of the useful economic lives
determined by management; and
- Reviewed the adequacy of management’s disclosures in the financial
statements.
Based on the audit procedures performed, we are satisfied that the
amounts capitalised appropriately reflect the requirements of IAS 38.
Capitalisation of software development costs
(group)
In completing our work over the capitalisation of development costs,
we performed the following procedures:
Refer to Principal Accounting Policies of the
Consolidated Financial Statements and Note 11.
The group incurs costs in developing survey, panel
management and other platforms. In order to
capitalise the costs as intangible assets, each of the
criteria under IAS 38 ‘Intangible Assets’ needs to
be met.
The reliable measurement of expenditure
attributable to internal software development relies
on the appropriate assessment and measurement
of, in particular, time incurred by the group’s
development team.
We have focused on this as a key audit matter in
our audit work, as the application of judgement is
required in assessing whether the IAS 38 criteria have
been met and estimation is required to determine
the amounts to be capitalised.
- For a sample of projects, we assessed and tested whether each of the
capitalisation criteria described in IAS 38 had been met and therefore
challenged management on whether capitalisation was appropriate. In
doing so, we made inquiries of the group’s capex manager and project
leads. We obtained corroborating evidence to support the fulfilment of
the criteria for each project we tested;
- Challenged and tested management’s supporting evidence for the
technical feasibility and future economic benefits of the software,
considering its function within the business and link to the generation
of revenue;
- Tested a sample of internal costs to timesheets and supporting
payroll records and held corroborative discussions with a sample of
individual developers. We also verified the allocation of employee costs
to the correct projects and any external costs to third party invoices;
- Challenged management’s impairment assessment on the
recoverability of the remaining net book value of previously capitalised
assets;
- Assessed the appropriateness of the useful economic lives
determined by management; and
- Reviewed the adequacy of management’s disclosures in the financial
statements.
Based on the audit procedures performed, we are satisfied that the
amounts capitalised appropriately reflect the requirements of IAS 38.
Refer to Principal Accounting Policies of the
Consolidated Financial Statements and Notes 10
and 14.
Management performed an impairment assessment
of the carrying value of goodwill at group level
and the carrying value of investments at a Parent
Company level. Management has estimated the
recoverable amount for each Cash-Generating Unit
(“CGU”) using a value-in-use model, which took into
consideration the FY24 Board approved budget,
and forecasts beyond FY24 for a further four years,
with a terminal growth rate applied thereafter. No
impairment was identified in goodwill or investments.
The key assumptions in this assessment included
classification of CGU’s, forecast future revenue
growth, the discount rates applied by CGU and
perpetuity growth rates by CGU.
We have focused on this as a key audit matter in our
audit work due to the significant estimation required
in assessing the future forecast results of each CGU.
- Challenged managements determination of CGU’s;
- Tested the mathematical accuracy of the forecasts used for assessing
the carrying value of both goodwill and investments;
- Agreed the forecasts used for impairment reviews to the Board
approved FY24 budget and management approved forecasts for next
four years;
- Considered the appropriateness of the significant assumptions used
by management in their forecasts;
- Utilised valuation experts to assess the discount rates and long term
growth rates applied to management’s forecasts;
- Tested the allocation of assets and liabilities to cash generating units
(‘CGUs’);
- Performed lookback testing by CGU to test historic forecasting
accuracy and to verify historic achieved growth rates;
- Used independent data from two industry market research reports
to challenge the reasonableness of management’s growth forecast
assumptions;
- Reviewed actual performance at the start of FY24
- Reviewed management’s sensitivity analysis to assess whether it
was appropriate and performed our own sensitivity test to establish
whether there were any further impairment risks; and
- Reviewed the adequacy of management’s disclosures in the financial
statements.
Based on the audit procedures described above, we concur with
management’s conclusion that there is no impairment in the goodwill
held in the Consolidated Statement of Financial Position and
Investments in Subsidiaries held in the Parent Company Statement of
Financial Position.
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YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS Independent Auditor’s Report
to the members of YouGov plc
continued
Key audit matter
How our audit addressed the key audit matter
Revenue recognition (group and parent)
Refer to Principal Accounting Policies of the
Consolidated Financial Statements and Note 1.
As there is a possibility that management may be
put under pressure to achieve revenue forecasts, the
related revenue recognition for all material revenue
streams specifically was identified as an area where
fraud could occur. We considered this would most
likely occur through posting of manual journals
(including consolidation entries at a group level) or
through accrued income balances at year end. The
risk relating to journals was identified in relation to
all the revenue streams and the risk of misstatement
resulting from occurrence and cut-off was identified
in relation to the non-syndicated services revenue
stream.
Non-syndicated services project revenue is
recognised in accordance with the stage of
completion of the activity. The stage of completion is
determined with reference to the project milestones
achieved at year end, or relative to the total number
of hours expected to be required to complete the
project milestones. Careful consideration needs to
be given to projects which are in progress at year
end, in relation to the stage of completion and the
associated revenue to be recognised.
We have focused on this as a key audit matter,
based on the significant audit effort required and
the judgements applied by the Group in terms of
revenue recognition for open projects.
In completing our work over revenue for all material revenue streams,
we performed the following procedures:
- We performed walkthroughs of the revenue process for each revenue
stream to understand the related revenue recognition; and
- We performed testing of unusual journals impacting revenue through
the use of data analytics to identify unusual account combinations,
and obtained supporting documentation for any identified journals to
test whether these were appropriate entries. All material consolidation
journals were also subject to detailed testing.
For a sample of revenue items, we performed the following audit
procedures:
- Obtained and read the underlying contracts to understand the nature
of the revenue, including understanding the number of performance
obligations in line with IFRS 15 and whether the revenue was to be
recognised over time or at a point in time;
- Performed detailed testing, through to evidence supporting the work
performed, invoice and cash receipt;
- For custom research revenue, we reviewed management’s
assessment of project revenue at the year end with reference to
the stage of completion metric. We assessed how management
determined that the stage of completion was correctly calculated by
first obtaining supporting evidence around the project phase and then
by agreeing the inputs of the stage of completion metric calculation to
underlying data; and
- We tested debit balance sheet line items in accrued income to
underlying documentation including contracts, invoices and post
year end cash receipts to obtain a high degree of assurance for
non-syndicated services and low degree of assurance for syndicated
services. This was performed through non-statistical sample testing
to gain audit evidence over the existence and cut-off assertions of
revenue transactions.
We noted no material misstatements from our work.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the group and the parent company, the accounting processes and
controls, and the industry in which they operate.
The group financial statements are a consolidation of the group’s operating businesses and central functions. The group team
performed the audits of YouGov UK plc, YouGov America and the consolidation. We also issued instructions to our Germany,
Switzerland and Singapore teams, which included guidance on the areas of focus for the audit. Our PwC Germany and
Switzerland teams performed their audit, in accordance with our instructions, over the complete financial information of YouGov
Deutschland GmbH and LINK Marketing Services AG entities and we had regular communication with them. In addition, the PwC
Singapore team performed audit procedures over certain financial statement line items for YouGov Singapore PIe Limited and
YouGov Galaxy Pty Limited entities, similarly under our instruction and supervision. We then received reporting on the results of
their work. In addition audit procedures were performed by the group team over specific financial statement line items for Crunch
Cloud Analytics Limited and YouGov Services Limited central functions.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the potential impact of climate risk on the
group’s financial statements. We have assessed the impact of climate risk on the financial statements, the level of emphasis that
climate risk is given in the front half (other information) within the annual report and the other risks impacting the business and
we remained alert when performing our audit procedures for any indicators of the impact of climate risk. Our procedures did not
identify any material impact as a result of climate risk on the group and parent company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of
our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements,
both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – group
Financial statements – company
Overall materiality
£2,100,000 (2022: £1,125,000).
£611,000 (2022: £550,000).
How we determined it
5% of profit before tax
1% of total revenue
Rationale for benchmark
applied
Based on the statutory benchmarks in the
Annual Report, we consider that profit before
tax is the primary measure used by the
shareholders in assessing the performance of
the group, and is a generally accepted auditing
benchmark.
We have used revenue as the generally
accepted auditing benchmark for the parent
company. We consider revenue to be the
most appropriate benchmark for the parent
company as its results combine the UK trading
activity of the group, alongside the costs of
central functions.
For each entity in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range
of materiality allocated across in scope entities was £250,000 to £1,400,000. Certain entities were audited to a local statutory
audit materiality that was also less than our overall group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of
our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2022: 75%) of overall materiality, amounting to 1,575,000 (2022:
843,750) for the group financial statements and 458,000 (2022: 412,000) for the parent company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was
appropriate.
We agreed with those charged with governance that we would report to them misstatements identified during our audit above
£105,000 (group audit) (2022: £56,000) and £30,000 (parent company audit) (2022: £27,000) as well as misstatements below
those amounts that, in our view, warranted reporting for qualitative reasons.
136
137
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS Independent Auditor’s Report
to the members of YouGov plc
continued
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group’s and the parent company’s ability to continue to adopt the going
concern basis of accounting included:
• Understanding and evaluation of management’s assessment paper to the Audit and Risk Committee in respect of going
concern, and agreeing the forecasts set out in this paper to the underlying base case cash flow model and board approved
budgets;
• Evaluation of management’s Base Case and Severe but Plausible Downside Case scenarios and the key assumptions, including
assumptions related to the proposed acquisition of the GfK Consumer panel business;
• Testing of the mathematical integrity of management’s models and liquidity headroom and covenant compliance including
auditing the covenants applicable to the group’s borrowings and whether management’s assessment supports ongoing
compliance with those covenants;
• Auditing the key inputs into the model to ensure that these were consistent with our understanding and inputs used in other
key accounting judgements within the financial statements;
• Performing our own independent sensitivity analysis to understand the impact of changes in cash flow and net debt on the
resources available to the group;
• Assessment of the reasonableness of management’s planned or potential mitigating actions;
• Consideration of whether climate change is expected to have any significant impact during the period of the going concern
assessment; and
• Review of the related disclosures in the Annual Report.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the group’s and the parent company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s and the
parent company’s ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’
report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the
other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this
report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the
audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement,
we are required to perform procedures to conclude whether there is a material misstatement of the financial statements
or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We have nothing to report based on these
responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and
matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and
Directors’ Report for the year ended 31 July 2023 is consistent with the financial statements and has been prepared in accordance
with applicable legal requirements.
In light of the knowledge and understanding of the group and parent company and their environment obtained in the course of
the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities of the financial statements, the directors are responsible
for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they
give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and
regulations related to employment laws and General Data Protection Regulations and equivalent local laws, and we considered
the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws
and regulations that have a direct impact on the financial statements such as tax regulations in relevant jurisdictions and the
Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial
statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate
journal entries and management bias in accounting estimates. The group engagement team shared this risk assessment with
the component auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit
procedures performed by the group engagement team and/or component auditors included:
• Discussions with management, the company secretary and the Audit and Risk Committee, including consideration of known or
suspected instances of non-compliance with laws and regulations and frauds
• Reading minutes of board meetings
• Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws
and regulations
• Challenging managements significant judgements and estimates in particular those relating to valuation of management
incentive schemes, capitalisation of panel acquisition costs and software development costs, carrying value of goodwill and
intangible assets, recoverability of deferred tax assets and completeness and accuracy of provisions: and
•
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations impacting
revenue, and testing all material consolidation journals.
138
139
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS Independent Auditor’s Report
to the members of YouGov plc
continued
Consolidated Income Statement
for the year ended 31 July 2023
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations.
We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit
sampling to enable us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the parent company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
we have not obtained all the information and explanations we require for our audit; or
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been
received from branches not visited by us; or
- certain disclosures of directors’ remuneration specified by law are not made; or
- the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Brian Henderson (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
10 October 2023
Revenue
Cost of sales
Gross profit
Administrative expenses
Operating profit
Separately reported items
Adjusted operating profit
Finance income
Finance costs
Profit before taxation
Taxation
Profit after taxation
Attributable to:
– Owners of the Parent
– Non-controlling interests
Earnings per share
Basic earnings per share attributable to owners of the Parent
Diluted earnings per share attributable to owners of the Parent
All operations are continuing.
Note
1
1
4
1
5
5
1
6
1
8
8
2023
£m
258.3
(37.4)
220.9
(176.5)
44.4
3.9
48.3
1.0
(0.7)
44.7
(10.1)
34.6
34.5
0.1
34.6
31.5
30.8
2022
£m
221.1
(33.7)
187.4
(157.4)
30.0
6.3
36.3
–
(4.7)
25.3
(7.8)
17.5
17.1
0.4
17.5
15.7
15.4
The notes and accounting policies on pages 148 to 193 form an integral part of these consolidated financial statements.
140
141
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Consolidated Statement of Comprehensive
Income
for the year ended 31 July 2023
Consolidated Statement of Financial Position
as at 31 July 2023
Profit for the year
Other comprehensive (expense)/income:
Items that will not be reclassified to profit or loss
Actuarial gains
Items that may be subsequently reclassified to profit or loss
Currency translation differences
Other comprehensive (expense)/income for the year
Total comprehensive income for the year
Attributable to:
– Owners of the Parent
– Non-controlling interests
Total comprehensive income for the year
2023
£m
34.6
0.4
(2.9)
(2.5)
32.1
32.0
0.1
32.1
2022
£m
17.5
1.2
7.0
8.2
25.7
25.3
0.4
25.7
Items in the statement above are disclosed net of tax. The tax relating to each component of other comprehensive income is
disclosed in Note 20.
The notes and accounting policies on pages 148 to 193 form an integral part of these consolidated financial statements.
Assets
Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Right-of-use assets
Deferred tax assets
Total non-current assets
Current assets
Trade and other receivables
Current tax assets
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Current tax liabilities
Contingent consideration
Provisions
Lease liabilities
Total current liabilities
Net current assets
Non-current liabilities
Contingent consideration
Provisions
Defined benefit pension net liability
Lease liabilities
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued share capital
Share premium
Treasury reserve
Merger reserve
Foreign exchange reserve
Retained earnings
Total equity attributable to owners of the Parent
Non-controlling interests in equity
Total equity
Note
2023
£m
2022
(Restated)1 £m
10
11
12
13
20
15
16
17
18
19
18
19
22
20
24
24
82.4
31.9
3.6
10.1
11.1
139.1
55.0
3.0
107.2
165.2
304.3
64.7
7.0
4.4
11.9
3.1
91.1
74.1
–
6.8
1.9
8.1
0.2
17.0
108.1
196.2
0.2
81.1
(19.4)
9.2
11.7
113.6
196.4
(0.2)
196.2
83.1
35.1
4.2
11.3
11.3
145.0
53.5
4.1
37.4
95.0
240.0
66.8
3.5
6.1
11.2
2.9
90.5
4.5
2.4
6.7
2.0
9.3
4.1
24.5
115.0
125.0
0.2
31.5
(9.6)
9.2
14.6
79.4
125.3
(0.3)
125.0
142
143
1 As required by IFRS3, fair value adjustments have been made during the measurement period, as explained in the FY22 restatements section on page 148.
The notes and accounting policies on pages 148 to 193 form an integral part of these consolidated financial statements. The financial
statements on pages 130 to 193 were authorised for issue by the Board of Directors on 10 October 2023 and signed on its behalf by:
Alex McIntosh
Chief Financial Officer
YouGov plc Registered No. 03607311
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Consolidated Statement of Changes in Equity
for the year ended 31 July 2023
Consolidated Statement of Cash Flows
for the year ended 31 July 2023
Attributable to equity holders of the Company
Issued
share
capital
£m
0.2
–
Share
premium
£m
31.5
–
Treasury
reserve
£m
(2.3)
–
Merger
reserve
£m
9.2
–
Foreign
exchange
reserve
£m
7.6
–
Retained
earnings
£m
66.5
1.2
Equity
attributable
to owners of
the Parent
£m
112.7
1.2
Non-
controlling
interests
in equity
£m
(0.7)
–
Total
£m
112.0
1.2
7.0
7.0
–
7.0
–
–
–
–
–
–
–
14.6
–
–
1.2
17.1
18.3
–
–
(2.6)
(6.7)
2.9
1.0
7.0
8.2
17.1
25.3
–
(9.9)
–
(6.7)
2.9
1.0
–
7.0
–
0.4
0.4
–
8.2
17.5
25.7
–
–
(9.9)
–
–
–
–
–
(6.7)
2.9
1.0
(5.4)
79.4
0.4
(12.7)
125.3
0.4
–
(12.7)
(0.3) 125.0
0.4
–
(2.9)
–
(2.9)
–
(2.9)
(2.9)
–
0.4
34.5
(2.9)
–
34.9
–
(2.5)
34.5
32.0
49.6
–
(2.5)
0.1 34.6
0.1
32.1
– 49.6
Note
24
Balance at 1 August 2021
Actuarial gains
Exchange differences
on translation
Net gain recognised directly in
equity
Profit for the year
Total comprehensive
income for the year
Issue of shares
Acquisition of
treasury shares
Treasury shares used
to settle share option
exercises
Dividends paid
Share-based payments
Tax in relation to
share-based payments
Total transactions with
owners recognised
directly in equity
Balance at 31 July 2022
Actuarial gains
Exchange differences
on translation
Net (loss)/gain recognised
directly in equity
Profit for the year
24
7
25
20
Total comprehensive
income/(expense) for
the year
Issue of shares
Acquisition of
treasury shares
Treasury shares used
to settle share option
exercises
Dividends paid
Share-based payments
Tax in relation to
above items
Total transactions with
owners recognised
directly in equity
Balance at 31 July 2023
24
24
7
25
20
–
–
–
–
–
–
–
–
–
–
–
0.2
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
31.5
–
–
–
–
–
49.6
–
–
–
–
–
–
–
–
–
–
(9.9)
2.6
–
–
–
–
–
–
–
–
–
–
–
–
–
(7.3)
(9.6)
–
–
9.2
–
–
–
–
–
–
(9.9)
0.1
–
–
–
–
–
–
–
–
–
–
–
–
–
–
0.2
49.6
81.1
(9.8)
(19.4)
–
9.2
–
11.7
(0.7)
113.6
39.1
196.4
–
39.1
(0.2) 196.2
The notes and accounting policies on pages 148 to 193 form an integral part of these consolidated financial statements.
144
Cash flows from operating activities
Profit before taxation
Adjustments for:
Finance income
Finance costs
Amortisation of intangibles
Depreciation
Share-based payments
Other non-cash items1
Settlement of deferred consideration
(Increase) in trade and other receivables
(Decrease)/increase in trade and other payables
(Decrease)/increase in provisions
Cash generated from operations
Interest paid
Income taxes paid
Net cash generated from operating activities
Cash flow from investing activities
Acquisition of subsidiaries (net of cash acquired)
Purchase of property, plant and equipment
Purchase of intangible assets
Interest received
Net cash used in investing activities
Cash flows from financing activities
Proceeds from the issue of share capital (net of costs)
Principal element of lease payments
Draw down of bank loans
Repayment of bank loans
Dividends paid to shareholders
Purchase of treasury shares
Net cash generated from/(used in) financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange (loss)/gain on cash and cash equivalents
Cash and cash equivalents at end of year
Note
5
5
2
2
2
18
12
21
21
21
16
2023
£m
44.7
(0.3)
0.7
21.0
4.3
7.6
(2.5)
(2.3)
(0.1)
(3.1)
(1.0)
69.0
(0.5)
(9.3)
59.2
–
(1.1)
(16.3)
0.3
(17.1)
49.8
(3.2)
–
–
(7.7)
(9.8)
29.1
71.2
37.4
(1.4)
107.2
2022
£m
25.3
–
1.0
20.4
4.9
2.9
8.6
–
(4.4)
9.5
1.5
69.7
(0.9)
(6.9)
61.9
(25.4)
(1.5)
(16.0)
–
(42.9)
–
(3.4)
20.0
(20.0)
(6.7)
(9.9)
(20.0)
(1.0)
35.5
2.9
37.4
145
–
–
–
–
–
–
(9.9)
–
(9.9)
1 Includes (£1.8m) (2022: £5.2m) of contingent consideration in respect of acquisitions treated as staff costs and foreign exchange costs (Note 5).
The notes and accounting policies on pages 148 to 193 form an integral part of these consolidated financial statements.
(0.1)
(7.7)
7.6
–
(7.7)
7.6
(0.5)
(0.5)
–
–
–
–
–
(7.7)
7.6
(0.5)
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Parent Company Statement of Financial Position
as at 31 July 2023
Parent Company Statement of Changes in Equity
for the year ended 31 July 2023
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Right-of-use assets
Investment in subsidiaries
Deferred tax assets
Total non-current assets
Current assets
Trade and other receivables
Current tax assets
Cash and cash equivalents
Total current assets
Total assets
Liabilities
Current liabilities
Trade and other payables
Current tax liabilities
Contingent consideration
Provisions
Lease liabilities
Total current liabilities
Net current assets/(liabilities)
Non-current liabilities
Provisions
Contingent consideration
Lease liabilities
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued share capital
Share premium
Merger reserve
Retained earnings2
Total equity
Share
capital
£m
Share
premium
£m
Merger
reserve
£m
Retained
earnings
£m
Total
equity
£m
Note
Balance at 1 August 2021
Profit for the year - as reported
Restatement1
Profit for the year - restated1
Total comprehensive income
for the year - restated1
Issue of shares
Acquisition of treasury shares
Dividends paid
Share-based payments
Tax in relation to share-based payments
Total transactions with owners recognised
directly in equity
Balance at 31 July 2022 - restated1
Profit for the year
Total comprehensive income for the year
Issue of shares
Acquisition of treasury shares
Dividends paid
Share-based payments
Tax in relation to share-based payments
Total transactions with owners
recognised directly in equity
Balance at 31 July 2023
24
7
20
24
7
20
0.2
–
–
–
–
–
–
–
–
–
–
0.2
–
–
–
–
–
–
–
–
0.2
31.5
–
–
–
–
–
–
–
–
–
–
31.5
–
–
49.6
–
–
–
–
49.6
81.1
9.2
–
–
–
–
–
–
–
–
–
–
9.2
–
–
–
–
–
–
–
–
9.2
33.8
16.9
(3.4)
13.5
13.5
–
(9.9)
(6.7)
2.8
0.5
(13.3)
34.0
69.6
69.6
–
(9.9)
(7.7)
7.6
(0.3)
(10.3)
93.3
74.7
16.9
(3.4)
13.5
13.5
–
(9.9)
(6.7)
2.8
0.5
(13.3)
74.9
69.6
69.6
49.6
(9.9)
(7.7)
7.6
(0.3)
39.3
183.8
The notes and accounting policies on pages 148 to 193 form an integral part of these financial statements
1 Comparatives have been restated. Profit for the year restated from £16.9m to £13.5m, as explained in the FY22 restatements section on page 148.
2 Profit for the year ended 31 July 2023 included dividends received from within the group of £56.8m (page 148).
Note
11
12
13
14
20
15
16
17
18
19
19
18
24
24
2023
£m
3.7
0.3
3.5
89.0
2.8
99.3
81.1
0.7
61.5
143.3
242.6
48.9
–
0.4
3.5
0.7
53.5
89.8
2.2
–
3.1
5.3
58.8
183.8
0.2
81.1
9.2
93.3
183.8
2022
(restated)1
£m
4.2
0.6
4.2
83.3
2.5
94.8
85.7
–
7.0
92.7
187.5
98.5
0.8
2.6
3.8
0.7
106.4
(13.8)
2.1
0.2
3.8
6.1
112.5
74.9
0.2
31.5
9.2
34.0
74.9
1 Comparatives have been restated, as explained in the FY22 restatements section on page 148.
2 Profit for the year ended 31 July 2023 included dividends received from within the group of £56.8m (page 148).
The notes and accounting policies on pages 148 to 193 form an integral part of these financial statements. The financial
statements on pages 130 to 193 were authorised for issue by the Board of Directors on 10 October 2023 and signed on its
behalf by:
Alex McIntosh
Chief Financial Officer
YouGov plc Registered No. 03607311
146
147
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Principal Accounting Policies of the
Consolidated Financial Statements
for the year ended 31 July 2023
Nature of operations
YouGov plc and subsidiaries’ (the “Group”) principal activity is the provision of digital market research.
YouGov plc (the “Company”) is the Group’s ultimate Parent Company. It is a public limited company incorporated and domiciled in
the United Kingdom. The address of YouGov plc’s registered office is 50 Featherstone Street, London EC1Y 8RT, United Kingdom.
YouGov plc’s shares are listed on the Alternative Investment Market of the London Stock Exchange.
YouGov plc’s annual consolidated financial statements are presented in UK Sterling. Figures are rounded to the nearest million
UK Sterling, unless otherwise indicated.
Basis of preparation
The consolidated financial statements of YouGov plc are for the year ended 31 July 2023. They have been prepared under the
historical cost convention modified for fair values under International Financial Reporting Standards (“IFRS”). Financial assets,
such as defined benefit plan assets, and financial liabilities, such as contingent consideration, are measured at fair value. These
consolidated financial statements have been prepared in accordance with UK-adopted international accounting standards in
conformity with the requirements of the Companies Act 2006 applicable to companies reporting under IFRS.
The separate financial statements of the Company are presented as required by the Companies Act 2006.
Application of FRS 101
The following exemptions from the requirements of IFRS have been applied in the preparation of the Company’s financial
statements, in accordance with FRS 101:
•
•
IAS 7: Statement of Cash Flows
IFRS 7: Financial Instruments – Disclosures
• Paragraphs 91 to 99 of IFRS 13: Fair Value Measurement (disclosure of valuation techniques and inputs used for fair value
measurement of assets and liabilities)
• Paragraph 38 of IAS 1: Presentation of Financial Statements – Comparative information requirements in respect of:
– Paragraph 73(e) of IAS 16: Property, Plant and Equipment
– Paragraph 118(e) of IAS 38: Intangible Assets
• The requirements in IAS 24: Related party disclosures, to disclose related party transactions entered into between two or more
members of a group
The policies set out below have been consistently applied to all years presented for both the Group and the Company.
FY22 restatements
In the prior year, the Group acquired LINK Marketing Services AG (LINK), a Swiss market research business. The Group initially
estimated a value of £7.0m for the customer contract intangible assets, based on forecast revenue and operating costs for
servicing those contracts. Due to information gathered within the first year of operating LINK, the Group has updated the valuation
of the opening customer contract intangible assets to £4.1m, with a corresponding £2.9m increase in the goodwill for LINK, net
of a £0.2m adjustment in respect of deferred tax and working capital (see Note 10 and Note 11). This has been retrospectively
adjusted on the consolidated balance sheet as 31 July 2022 as required by IFRS 3.
After a reassessment on costs recharged from the Parent Company to subsidiary SMG Insight Limited, there was a reduction of
the Parent Company net profit by £3.4m, receivables by £5.7m and payables by £2.3m in FY22. The restatement is reflected in the
reduction in retained earnings, trade and other receivables and trade and other payables in the Parent Company Statement of
Financial Position. There was no impact on the Group financial statements.
Profit of the Parent Company
The Parent Company has taken advantage of Section 408 of the Companies Act 2006 and has not included its own profit and loss
account in these financial statements. The Parent Company’s profit for the year was £69.9m (2022: £16.9m restated). The profit for
the year includes dividend received of £56.8m (2022: £nil) from YouGov America Inc and YouGov M.E. FZ LLC.
Going concern
The Group and Parent Company meet their day-to-day working capital requirements through their strong cash reserves. At 31 July
2023, the Group had a healthy liquidity position with £107.2m of cash and cash equivalents (Parent Company - £61.5m) and no
debt financing commitments. The Group has net current assets of £74.1m and net assets of £196.2m as at 31 July 2023.
Management considers it is appropriate to continue to adopt the going concern basis in preparing the Consolidated and Parent
Company financial statements. In doing so, management has considered:
•
•
the impact of the heightened economic uncertainty resulting in rising inflation and relatively high interest rates on the
Group’s operations;
the Group’s revenue sources and operations are well diversified, by country, currency and sector so there is a track record
of growth;
• strong cashflows in the current year and projected these for the next two years (based upon the Group’s budget for the year
ending 31 July 2024);
• available funding, including the £51m share placing, term loan facility in place and the related covenants;
•
•
the liquidity impact of the planned acquisition of the Consumer Panel Business of GfK SE; and
the Group’s ability to flex its cost base in response to any unexpected reductions in trading activity.
As disclosed in Note 9, the group is in the process of acquiring the Consumer Panel Business of GfK SE. This will be funded from
cash on hand (which arose from a £51m share placing and strong operating cash flows) and a €240m term loan facility. The facility
includes half-yearly covenant test for EBITDA leverage and interest cover. The Consumer Panel Business is a division of GfK and
brings with it healthy operating cash flows generated from a high proportion of steady recurring revenue streams.
A severe but plausible downside scenario has been modelled where revenue targets are missed by up to 20% (existing YouGov
business) and a 10% miss for the planned acquisition, due to reduced revenue (e.g. from clients’ delays and a slowdown in
securing new business). These revenue sensitivities are considered appropriate given the relative proportion of recurring revenue
streams for each business.
Even in this scenario, the Group has strong liquidity and does not breach any banking covenants for the new term loan facility.
Mitigating actions within this downside scenario and all within management’s control are:
•
•
lowering sales commission and bonus payments; and
reduced capital expenditure.
The Directors are therefore able to conclude that they have a reasonable expectation that the Group and Parent Company have
adequate resources to continue in operational existence and meet liabilities as they fall due for at least the next 12 months.
Therefore, the Group and Parent Company continue to adopt the going concern basis in preparing the Consolidated and Parent
Company financial statements.
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Consolidated Financial Statements continued
for the year ended 31 July 2023
New standards, amendments and interpretations of existing standards adopted
by the Group
No new standards, amendments and interpretations have been introduced, which the management considers would have a
material impact on the financial statements of the Group.
New standards and interpretations
The following amendments to standards and interpretations are mandatory for the first time for financial years beginning on or
after 1 August 2022 and could be relevant to the preparation of the Group’s future financial statements:
•
IFRS 17: Insurance Contracts – effective 1 January 2023
• Amendments to IAS 1: Classification of Liabilities as Current or Non-current – effective 1 January 2023
• Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of Accounting Policies – effective 1 January 2023
• Amendments to IAS 8: Definition of Accounting Estimates – effective 1 January 2023
• Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction – effective 1 January 2023
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the
Group’s financial statements are disclosed below:
• Amendments to IFRS 16: Leases on sale and leaseback – effective 1 January 2024
• Amendment to IAS 1: Non-current liabilities with covenants – effective 1 January 2024
• Amendments to IAS 7 and IFRS 7: Supplier finance arrangements – effective 1 January 2024
Management does not expect the above standards and amendments to have a material impact on the financial statements of the
Group in future periods. Management will also assess the impact on the Group prior to the effective date of their implementation.
Consideration of climate change
In the Strategic Report, we report the energy and carbon disclosure and measure to limit the increase (pages 58 to 59). We are a
naturally low-emission business and, therefore, there is limited climate change-related risk. In preparing the financial statements,
the Directors have considered the impact of climate change and concluded that there has been no material impact identified on
the financial reporting judgements and estimates. In particular, the Directors considered the impact of climate change in respect
of the following areas:
• Revenue recognition for long-term contracts
• Going concern and viability of the Group over the next three years
• Cash flow forecasts used in the impairment assessments of non-current assets including goodwill and other intangible assets
• Carrying value and useful economic lives of property, plant and equipment
• Valuation of assets held within the Group’s defined benefit pension scheme
While there is currently no medium-term impact expected from climate change, the Directors are aware of the ever-changing risks
attached to climate change and will regularly assess these risks against judgements and estimates made in preparation of the
Group’s financial statements.
Basis of consolidation
The Group financial statements consolidate the Company and all of its subsidiary undertakings (see Note 14) drawn up to 31 July
2023. Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power
to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
All intra-Group transactions, balances, income and expenses are eliminated in full on consolidation. Amounts reported in the
financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies
adopted by the Group.
Acquisitions of subsidiaries are dealt with by the acquisition method. The acquisition method involves the recognition at fair
value of all identifiable assets and liabilities, including contingent liabilities of the subsidiary, at the acquisition date, regardless
of whether or not they were recorded in the financial statements of the subsidiary prior to acquisition. On initial recognition, the
assets and liabilities of the subsidiary are included in the Consolidated Statement of Financial Position at their fair values, which
are also used as the basis for subsequent measurement in accordance with the Group accounting policies. Goodwill is stated after
separating out identifiable intangible assets. Goodwill represents the excess of acquisition cost over the fair value of the Group’s
share of the identifiable net assets of the acquired subsidiary at the date of acquisition. Acquisition-related costs are charged to
the income statement in the period in which they are incurred.
The Group treats transactions with non-controlling interests as transactions with parties external to the Group. Disposals to non-
controlling interests result in gains and losses for the Group that are recorded in the Statement of Changes in Equity. Purchases of
non-controlling interests are recognised directly in reserves, being the difference between any consideration paid and the relevant
share acquired of the carrying value of net assets of the subsidiary.
Segmental analysis
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors.
The Board of Directors (which is the “chief operating decision maker”) primarily reviews information based on product lines:
Custom Research, Data Products and Data Services, with supplemental geographical information. As a result, product lines form
the basis for the segmental reporting, with supplemental geographical information also provided.
Revenue
Revenue is recognised in accordance with IFRS 15 Revenue from Contracts with Customers. Under IFRS 15, an entity should
recognise revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services. This principle is represented in a
five-step model:
1.
Identify the contract(s) with a customer
2. Identify the performance obligation(s) in the contract
3. Determine the transaction price
4. Allocate the transaction price to the performance obligations in the contract
5. Recognise revenue when (or as) the entity satisfies a performance obligation
Accrued income is the difference between the revenue recognised and the amounts actually invoiced to customers. Where
invoicing exceeds the amount of revenue recognised, these amounts are included in deferred income. Revenue is recognised net
of any Value Added Tax or trade discounts.
Market research
Revenue arises from the provision of market research services. Within this revenue stream are syndicated and non-syndicated
services. Data Products revenue streams are mainly syndicated services while Data Services and Custom Research revenue
streams are mainly non-syndicated services.
Syndicated services
Syndicated services are the consistent provision of data over a specified period of time. The transaction price agreed with the
customer is apportioned between the products according to their relative standalone values. Revenue is recognised from the
point in time at which access passwords have been made available to the customer. Access to each service is considered to be a
single performance obligation and revenue is recognised in equal monthly instalments over the life of the contract.
Non-syndicated services
Non-syndicated services vary in size and complexity. The transaction price relating to performance obligations is agreed in
advance with the customer and stipulated in a contract. For long-term contracts, if the outcome can be assessed with reasonable
certainty, revenue is recognised by including in the income statement revenue and related costs as contract activity progresses
based on the stage of completion. Revenue is recognised on each contract in proportion to the level of services performed by
reference to the project manager’s estimates and time records against budgeted and assigned resource.
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Consolidated Financial Statements continued
for the year ended 31 July 2023
As the tasks within each project are not sufficiently separable, would not be available to purchase individually, and the Group has
a right to demand payment for performance completed should the customer cancel the project before delivery, management
considers them to represent a single performance obligation and so the use of the percentage complete method is considered
appropriate.
Non-cash transactions
The Group enters into contracts for the provision of market research services in exchange for advertising rather than for cash or
other consideration. When barter transactions are agreed, the value of the work provided to the counterparty is equal in value
to that which would be provided in an ordinary cash transaction. As required by IFRS 15, the value of advertising receivable in all
significant barter transactions is measured at the fair value of the services provided.
Provisions
Provisions are recognised in the Consolidated Statement of Financial Position when a Group company has a present obligation
(legal or constructive) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be
required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a
provision is the best estimate of the expenditure required to settle the present obligation at the reporting date.
If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
Staff gratuity costs
The staff gratuity provision is a statutory obligation under United Arab Emirates (UAE) labour law, whereby each employee on
termination of their contract is due a payment dependent upon their number of years of service and nature of the termination.
The liability is based on the estimated cash outflow based on historical experience of rates of resignation and redundancy.
Panel incentive costs
The Group invites consumer panel members to fill out surveys in return for a cash or points-based incentive. Although these
amounts are not paid until a predetermined target value has accrued on a panellist’s account, an assessment of incentives likely to
be paid (present obligation) is made taking into account past panellist behaviour and is recognised as a cost of sale in the period
in which the service is provided. This assessment takes into account the expected savings from prize draws offered in various
territories.
Defined benefit pension scheme
LINK Marketing Services AG operates a defined benefit pension scheme whereby the amount of pension benefit that an employee
will receive on retirement is defined by reference to the employee’s length of service and final salary (Note 9). The legal obligation
for any benefits remains with the Group, even if scheme assets for funding the defined benefit scheme have been set aside. The
liability recognised in the consolidated statement of financial position for the defined benefit scheme is the present value of the
defined benefit obligation at the reporting date less the fair value of plan assets.
Management estimates the defined benefit obligation annually, with the assistance of independent actuaries using the projected
unit credit method. This is based on standard rates of inflation, salary growth rate and mortality. Discount factors are determined
close to the end of each annual reporting period by reference to Swiss Franc high-quality corporate bonds to match the currency
that the benefits will be paid in and have terms to maturity approximating the terms of the related pension liability.
The benefit payments are from trustee-administered funds as the obligations fall due. Service cost on the defined benefit scheme
is included in employee benefits expense. Employee contributions, all of which are independent of the number of years of service,
are treated as a reduction of service cost. Net interest expense on the net defined benefit liability is included in finance costs.
Gains and losses resulting from remeasurements of the net defined benefit liability are included in other comprehensive income
and are not reclassified to profit or loss in subsequent periods.
Finance income/costs
The Group receives finance income for cash funds that are held on short-term instant access deposit on term and call of no
longer than three-month tenure. Where interest receipts are received after the balance sheet date, the interest due is accrued for
the requisite period at the prevailing rate on the deposit.
Finance cost is recognised using the effective interest method, which calculates the amortised cost of a financial liability and
allocates the interest over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial asset to the net carrying amount of the financial asset.
Separately reported items
The Group’s Income Statement separately identifies items that, in the Directors’ judgement, are one-off in nature or need to be
disclosed separately by virtue of their size and incidence. In determining whether an item or transaction should be separately
identified, the Directors consider quantitative as well as qualitative factors, such as the frequency, predictability of occurrence
and significance. This is consistent with the way that financial performance is measured by management and reported to the
Board. Separately reported items may not be comparable to similarly titled measures used by other companies. Disclosing certain
items separately provides additional understanding of the performance of the Group. Examples include acquisition costs and
restructuring costs. Separately reported items for this financial year ended 31 July 2023 are disclosed in Note 4.
Taxation
The current income tax charge is calculated on the basis of the tax laws enacted, or substantively enacted, at the balance sheet
date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically
evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is, generally, provided on
the difference between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on
the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business
combination or affects tax or accounting profit. Deferred tax on temporary differences associated with shares in subsidiaries and
joint ventures is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that
reversal will not occur in the foreseeable future. In addition, tax losses available to be carried forward, as well as other income tax
credits to the Group, are assessed for recognition as deferred tax assets.
Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be
able to be offset against future taxable income. Deferred tax assets and liabilities are calculated at tax rates that are expected
to apply to their respective period of realisation, provided they are enacted, or substantively enacted, at the reporting date. The
deferred tax provision is held at its current value and not discounted.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax
assets and liabilities on a net basis.
Taxation on the value of realised and unrealised gains on the exercise of share options deductible against current income tax in
excess of the amount recognised in the income statement are charged directly to equity. Other changes in deferred tax assets
or liabilities are recognised as a component of tax expense in the Consolidated Income Statement, except where they relate to
items that are charged or credited directly to equity or other comprehensive income, in which case, the related deferred tax is also
charged or credited directly to equity or other comprehensive income.
Dividends
Dividends are recognised when the shareholders right to receive the payment is established. Unpaid dividends that do not meet
the criteria are disclosed in the notes to the financial statements.
Dividend income is recognised when the Company’s right to receive payment is established.
Goodwill
Goodwill representing the excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets
acquired is capitalised and reviewed annually, or if indications of impairment exist, for impairment. Goodwill is carried at cost less
accumulated impairment losses. If the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities of the acquired entity exceeds the cost of the business combination, the excess is recognised immediately in the
Consolidated Income Statement.
On disposal of a business, goodwill is allocated based on calculated fair value of assets disposed and included in the calculation
of the profit or loss on disposal.
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Consolidated Financial Statements continued
for the year ended 31 July 2023
Investments in subsidiaries
Investments in subsidiary undertakings are stated at cost less provisions for impairment. Investments are reviewed for impairment
if there are indicators that the carrying value may not be recoverable.
Where subsidiary activities are reorganised and integrated into the wider Group, the carrying amount of the investment in such
subsidiary is apportioned and allocated across the relevant business units based on its profit contribution. As a result of such
investment reallocation, the corresponding investment balances of those business units are increased, and any unallocated
amounts are recognised as impairment charges in the income statement.
Intangible assets
Intangible assets represent identifiable non-monetary assets without physical substance. Intangible assets are valued at either
their directly attributable costs or using valuation methods such as discounted cash flows and replacement cost in the case of
acquired intangible assets. The Directors estimate the useful economic life of each asset and use these estimates in applying
amortisation rates. The Directors periodically review useful economic life estimates. Intangible assets are stated at cost net of
amortisation and any provision for impairment. The Directors conduct an impairment review of intangible assets for assets with
an indefinite life annually, or if indications of impairment exist. Where impairment arises, losses are recognised in the Consolidated
Income Statement. Amortisation of intangible assets is shown on the face of the consolidated income statement, except for the
amortisation of panel incentive costs incurred in product development, which is recognised in cost of sales.
Consumer panel
The consumer panel, which is externally acquired, is the core asset from which the Group’s online revenues are generated.
Where a consumer panel or list is acquired as part of a business combination, the cost of the asset is recognised at its fair value to
the Group at the date of acquisition. The fair value is calculated by management using a discounted cash flow model.
Consumer panel costs reflect the direct cost of recruiting new panel members. Consumer panel costs are split between
enhancement and maintenance of the asset. Enhancement costs are capitalised in accordance with IAS 38, while maintenance
costs are expensed. The Directors are satisfied that capitalisation of enhancement costs is appropriate under IAS 38. The Group
has exclusive control over the data the panel generates and the use of this data is fundamental to the Group’s revenue-generating
capabilities. Amortisation is charged to write off the panel acquisition costs either over a three-year period or an 18-month period
for newer territories, those being the Directors’ estimates of the average active life of a panellist.
Brand
Where a brand is acquired as part of a business combination, the cost of the asset is recognised at its fair value to the Group at the
date of acquisition. The fair value is calculated by management using a discounted cash flow model. Brands are amortised over a
useful economic life based on Directors’ estimates.
Customer contracts and lists
Where a customer contract or list is acquired as part of a business combination, the cost of the asset is recognised at its fair value
to the Group at the date of acquisition. The fair value is calculated by management using a discounted cash flow model. Customer
contracts and lists are amortised over a useful economic life based on Directors’ estimates.
Patents and trademarks
Where a patent or trademark is acquired as part of a business combination, the cost of the asset is recognised at its fair value to
the Group at the date of acquisition. The fair value is calculated by management using a discounted cash flow model.
Patents acquired as part of a business combination are amortised over a useful economic life based on Directors’ estimates.
Patents and trademarks acquired on an ongoing basis to protect the YouGov brand and its products are included at cost and are
not amortised, as the trademarks are indefinite in their longevity through legal rights.
Intangible assets generated internally
Internally generated intangible assets are only capitalised where they meet all of the following criteria stipulated by IAS 38:
• Completion of the intangible asset is technically feasible so that it will be available for use or sale
• The Group intends to complete the intangible asset and use or sell it
• The Group has the ability to use or sell the intangible asset
• The intangible asset will generate probable future economic benefits. Among other things, this requires that there is a market
for the output from the intangible asset or for the intangible asset itself, or, if it is to be used internally, the asset will be used in
generating such benefits
• There are adequate technical, financial and other resources to complete the development and to use or sell the intangible asset
• The expenditure attributable to the intangible asset during its development can be measured reliably
Internally generated intangible assets are staff costs that are capitalised at their directly attributable cost. Development costs not
meeting the criteria for capitalisation are expensed as incurred. Development costs previously recognised as an expense are not
recognised as an asset in subsequent periods.
Internally generated intangible assets are amortised from the moment at which they become available for use. Amortisation rates
applicable to internally generated intangible assets are, typically, as follows:
Intangible asset
Software and software development
Product development
Amortisation period
3 years
3 years
Software and software development
Capitalised software includes our survey and panel management software and other applications and software, which are key
tools of the Group’s business. Software and software development also include purchased off-the-shelf software.
Where software is developed internally, directly attributable costs, including employee costs, are capitalised as software
development. Amortisation commences upon completion of the asset. Amortisation is charged to write off the software over a
three-year period, this being the Directors’ estimate of the useful life of the software.
Product development costs
Expenditure on research (or the research phase of an internal project) is recognised as an expense in the period in which it is
incurred.
The cost of an internally generated intangible asset comprises all directly attributable costs necessary to create, produce and
prepare the asset to be capable of operating in the manner intended by management.
Intangible assets acquired as part of a business combination
In accordance with IFRS 3 Business Combinations, an intangible asset acquired in a business combination is deemed to have
a cost to the Group of its fair value at the acquisition date. Where an intangible asset might be separable, but only together
with a related tangible or intangible asset, the group of assets is recognised as a single asset separately from goodwill, where
the individual fair values of the assets in the group are not reliably measurable. Intangible assets acquired as part of a business
combination are, typically, amortised using the straight-line method over the following periods:
Intangible asset
Brand
Software and software development
Customer contracts and lists
Patents and trademarks
Amortisation period
3 years
3 – 5 years
5 – 10 years
5 – 15 years
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Impairment testing of goodwill, other intangible assets and property,
plant and equipment
For impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-
generating units or “CGUs”). Goodwill is allocated to those CGUs that are expected to benefit from synergies of the related
business combination and represent the lowest level within the Group at which management monitors the related cash flows.
Goodwill, other individual assets or CGUs that include goodwill, other intangible assets with an indefinite useful life, and those
intangible assets not yet available for use are tested for impairment at least annually. All other individual assets or CGUs are tested
for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset’s or CGU’s carrying amount exceeds its recoverable amount.
The recoverable amount is calculated as value in use based on an internal discounted cash flow evaluation.
Impairment losses recognised for CGUs, to which goodwill has been allocated, are credited, initially, to the carrying amount of
goodwill. Any remaining impairment loss is charged pro-rata to the other assets in the CGU. With the exception of goodwill, all
assets are, subsequently, reassessed for indications that an impairment loss previously recognised may no longer exist.
Property, plant and equipment and depreciation
Property, plant and equipment is carried at cost net of depreciation and any provision for impairment. Cost includes the original
purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use.
No depreciation is charged during the period of construction. Depreciation is calculated to write down the cost less estimated
residual value of all property, plant and equipment over their estimated useful economic lives.
Asset
Freehold property
Leasehold property improvements & motor vehicles
Fixtures and fittings
Computer equipment
Depreciation rate
Straight line over 25 years
Straight line over the life of the lease
Straight line over 3 – 5 years
Straight line over 3 years
The residual values and useful lives of all assets are reviewed at least at the end of each reporting period.
Leased assets
IFRS 16 requires lessees to recognise a lease liability reflecting future lease payments and a “right-of-use asset” for virtually all lease
contracts. Once a lease is identified, the initial value of the liability and right-of-use asset must be calculated. The lease liability
consists of the present value of the lease payments that are not paid at the commencement date. Future lease payments are
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the incremental borrowing
rate. Variable lease payments that are tied to an external rate, such as the retail price index, are measured using the rate at the
commencement date.
The right-of-use asset comprises the lease liability value plus any lease payments made at, or before, the commencement date,
less any lease incentives received. Initial direct costs incurred and any restoration provisions required under the terms of the lease
are also included in the asset value calculation.
Subsequently, the lease liability balance is reduced to reflect any payments made in the period and increased as interest is
accrued on the remaining balance. The right-of-use asset is depreciated in a straight line over the life of the lease agreement. The
depreciation element is recognised within administrative expenses while the interest expense is recognised within finance costs.
If modifications to the terms of a lease result in a change to the expected future payments, the lease liability is remeasured to
reflect the discounted value of the revised payments. The change is recognised as an adjustment to the right-of-use asset. If
the carrying amount of the asset is reduced to zero and there is a further reduction in the measurement of the lease liability, any
remaining amount of the remeasurement is recognised in the income statement.
The following lease types are exempt from the lease model:
i) Leases with a duration of 12 months or less
ii) Leases for which the underlying asset is of a low value (under £5,000 in cost)
Payments relating to leases falling under either of these categories are recognised as an expense on a straight-line basis over the
lease term.
Total cash outflow relating to lease payments made in the year ended 31 July 2023 are disclosed in the Consolidated Statement of
Cash Flows.
Leasing activities of the Group include leasing of premises and office and computer equipment.
Financial assets
Financial assets are assigned to the different categories by management on initial recognition, depending on the purpose for
which they were acquired.
All financial assets are recognised when the Group becomes a party to the contractual provisions of the instrument. Regular way
purchases and sales of financial assets are recognised on the trade date being the date on which the group commits to purchase
or sell the asset.
Trade receivables are recognised, initially, at fair value and, subsequently, measured at amortised cost using the effective interest
method, less provision for impairment. Under IFRS 9, the Group’s trade receivables and accrued income from sales of products are
subject to the expected credit loss model. The Group applies the IFRS 9 simplified approach to measuring expected credit losses,
which uses a lifetime expected loss allowance for all trade receivables and accrued income.
Trade debtor balances, where there is a clear indication of impairment, are provided for, specifically. A trade receivables
impairment provision is established when there is evidence that the Group will not be able to collect all amounts due according to
the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy
or financial reorganisation, and default or delinquency in payments (more than 30 days overdue) are considered indicators that
the trade receivable is impaired.
The expected credit loss is the difference between the carrying amount of the trade receivables balance at the measurement
date, less any amounts with specific provisions, and the total amount expected to be recovered. The expected loss allowance is
calculated on a regional basis using the historic default rates in each geography, adjusted for other considerations such as local
economic conditions and anticipated future events.
The asset value is reduced with an allowance account, and the amount of the loss is recognised in the Consolidated Income
Statement within administrative expenses. When a trade receivable is uncollectable, it is written off against the allowance account
for trade receivables. Subsequent recoveries of amounts previously written off are credited against administrative expenses in the
Consolidated Income Statement.
Receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.
Receivables are measured subsequent to initial recognition at amortised cost using the effective interest method, less provision
for impairment. Any change in their value through impairment, or reversal of impairment, is recognised in the Consolidated
Income Statement.
An assessment for impairment is undertaken at least at each reporting date.
A financial asset is derecognised only where the contractual rights to the cash flows from the asset expire or the financial asset
is transferred and that transfer qualifies for derecognition. A financial asset is transferred if the contractual rights to receive the
cash flows of the asset have been transferred or the Group retains the contractual rights to receive the cash flows of the asset
but assumes a contractual obligation to pay the cash flows to one or more recipients. A financial asset that is transferred qualifies
for derecognition if the Group transfers, substantially, all the risks and rewards of ownership of the asset, or if the Group neither
retains nor transfers, substantially, all the risks and rewards of ownership, but does transfer control of that asset.
156
157
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS Principal Accounting Policies of the
Consolidated Financial Statements continued
for the year ended 31 July 2023
Financial liabilities
Financial liabilities are measured at amortised cost using the effective interest method. Financial liabilities are assigned to the
different categories by management on initial recognition, depending on the purpose for which they were acquired.
Financial liabilities are obligations to pay cash or other financial assets and are recognised when the Group becomes a party to the
contractual provisions of the instrument.
Foreign currencies
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (the “functional currency”). The consolidated financial statements are
presented in Sterling, which is the Company’s functional and presentation currency.
Transactions in foreign currencies are translated at the exchange rate ruling at the date of the transaction.
Trade payables are recognised, initially, at fair value and, subsequently, measured at amortised cost using the effective interest
method. They are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current
liabilities.
Monetary assets and liabilities in foreign currencies are translated at the rates of exchange ruling at the reporting date.
Non-monetary items that are measured at historical cost in a foreign currency are translated at the exchange rate at the date of
the transaction.
Borrowings and lease liabilities are, initially, recorded at the fair value, which is, typically the proceeds received, net of any issue
costs and, subsequently, carried at amortised cost. Finance charges are accounted for on an effective interest method and are
added to the carrying value of the instrument to the extent that they are not settled in the period in which they arise.
Contingent consideration is recognised and carried at fair value through profit or loss by discounting to present value the amounts
expected to be payable in the future. They are classified as current liabilities if payment is due within one year or less. If not, they
are presented as non-current liabilities.
A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or cancelled
or expires.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid
investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in
value, with maturities no longer than three months. In addition, bank overdrafts, which are repayable on demand, are included for
the purposes of the Consolidated Statement of Cash Flows.
Equity
Equity comprises the following:
• Share capital represents the nominal value of equity shares
• Share premium represents the excess over nominal value of the fair value of consideration received for equity shares, net of
incremental and directly attributable expenses of the share issue
• Treasury shares are shares in YouGov plc that are held by the YouGov plc Employee Benefit Trust (“EBT”) for the purpose of
issuing shares under the YouGov plc employee share scheme (see Note 25 for details). Treasury shares held by the EBT are not
considered Treasury Shares as defined by the Companies Act 2006 as the EBT waives its voting rights over the shares as the
shares are unallocated.
• The EBT is accounted for under IFRS 10 and is consolidated on the basis that the parent has control, thus the assets and
liabilities of the EBT are included on the Statement of Financial Position of both the Group and the Company and shares held by
the EBT are presented as a deduction from equity.
• The group recognises non-controlling interests in an acquired entity at the non-controlling interest’s proportionate share of the
acquired entity’s net identifiable assets
• Foreign exchange reserve represents the differences arising from translation of investments in overseas subsidiaries
• Retained earnings represent retained profits
Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when
the fair value was determined.
Any exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from
those at which they were initially recorded are recognised in the Consolidated Income Statement in the period in which they arise.
The assets and liabilities in the financial statements of foreign subsidiaries and associates and related goodwill are translated at
the rate of exchange ruling at the reporting date. Income and expenses are translated at average rate unless average rate is not
a good approximation of the rate ruling on the date of the transaction. The exchange differences arising from the retranslation of
the opening net investment in subsidiaries are taken directly to the “Foreign exchange reserve” in equity.
Exchange differences on the translating and settlement of monetary items other than cash and cash equivalents are included
within movement in working capital. Exchange differences on cash and cash equivalents included within finance income and
expense are included within exchange movements in cash and cash equivalents. The cash flows included in the financial
statements of foreign subsidiaries are translated at average exchange rates for the year with any change in the value of cash
and cash equivalents of foreign subsidiaries also being included within exchange movements in cash and cash equivalents. Net
exchange differences on the translation of items in foreign subsidiary cash flows eliminated on consolidation are included within
other non-cash items.
Employee benefits
Equity-settled share-based payments
The Group operates a number of equity-settled share-based payment compensation plans under which the entity receives
services from employees as consideration for equity instruments (options) of the Group. All equity-settled share-based payments
are, ultimately, recognised as an expense in the Consolidated Income Statement with a corresponding credit to retained earnings.
This fair value is appraised at the grant date, being the date when there is a joint understanding of the terms of the scheme and
any personal objectives have been agreed. The fair value excludes the impact of non-market vesting conditions.
If vesting periods or other non-market vesting conditions apply, the expense is allocated over the vesting period, based on the
best available estimate of the number of share options expected to vest. Estimates are, subsequently, revised if there is any
indication that the number of share options expected to vest differs from previous estimates.
No adjustment is made to any expense recognised in prior periods if share options, ultimately, exercised are different to that
estimated on vesting.
Estimated social costs payable are accrued for based on the number of shares expected to vest, the share price at the balance
sheet date and local rates of employer’s social tax payable on the balance sheet date, on the exercise of share options.
• Merger reserve represents the excess over nominal value of the fair value of consideration received for equity shares
issued/allotted directly to acquire another entity meeting the specific requirements of Section 612 of the Companies Act 2006
Upon exercise of share options, the proceeds received net of attributable transaction costs are credited to share capital and,
where appropriate, share premium.
The conditions of the relief include:
• securing at least 90% of the nominal value of equity of another company; and
•
the arrangement provides for allotment of equity shares in the issuing company.
The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group is
treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value,
is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit
to equity.
158
159
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS Principal Accounting Policies of the
Consolidated Financial Statements continued
for the year ended 31 July 2023
Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever
an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits when it
has a constructive obligation to pay them as a result of the announcement of a detailed formal plan to terminate the employment
of current employees. Benefits falling due more than 12 months after the end of the reporting period are discounted to their
present value.
Also see staff gratuity costs in the provisions policy on page 152.
Sales commissions
Sales commissions paid are accounted for as staff costs within administrative expenses as they are considered to be part of total
remuneration.
Contingent consideration
Future anticipated payments to vendors in respect of earn-outs are based on the Directors’ best estimates of future obligations,
which are dependent on the future performance of the interests acquired and assume the operating companies improve profits
in line with Directors’ estimates. When consideration payable is deferred, the fair value of the consideration is obtained by
discounting to present value the amounts expected to be payable in the future at the risk-free rate appropriate to the currency and
term of the payment, this being, in the Directors’ opinion, the most appropriate barometer for a risk-free rate. Subsequent changes
in the amount of contingent consideration recognised are recorded as other separately reported items in the Consolidated
Income Statement. The conditions relating to current contingent consideration amounts are explained further in Note 9.
Imputed interest
When the outflow of cash or cash equivalents is deferred, and the arrangement constitutes a financing transaction, the fair value
of the consideration is the present value of all future payments determined using an imputed rate of interest. The imputed rate
of interest used is the risk-free rate, this being, in the Directors’ opinion, the most appropriate rate. The difference between the
present value of all future payments and the nominal amount of the consideration is recognised as an interest charge. Imputed
interest is shown within finance costs in the Consolidated Income Statement.
Significant accounting estimates and judgements
In the process of applying the Group’s and Company’s accounting policies, the Directors are required to make estimates and
judgements in the application of accounting standards that may affect the financial statements. The Directors believe that the
estimates and judgements applied in the financial statements are reasonable.
Estimates and judgements are evaluated on a regular basis and are based on historical experience and other factors, such as
expectations of future events that are believed to be reasonable under the circumstances.
The Group makes estimates and assumptions concerning the future. These estimates, by definition, will rarely equal the related
actual results. The estimates and judgements that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year, are discussed below. Where estimates and judgements have been made, the
key factors taken into consideration are disclosed in the appropriate note in these Consolidated Financial Statements.
Estimates have been made in respect of the following:
Revenue recognition
The Group is required to make an estimate of project completion levels on long-term contracts for revenue recognition purposes.
This is based upon the project manager’s estimates and available time records against budgeted and assigned resource for
the initial project scope. This involves an element of estimation, and, therefore, differences may arise between the actual
and estimated result. Where differences arise, they are recognised in the Consolidated Income Statement in the following
reporting period.
Sensitivity analysis on estimated completion of open long-term contracts at year-end is disclosed in Note 1.
Share-based payments
The Group is required to make estimates regarding the assumptions that are used to calculate the income statement charge for
share-based payments. The value of share options is measured using the Black-Scholes option pricing model. This is dependent
on the conditions attached to each of the issued options. Where conditions are non-market-based, the Black-Scholes option
pricing model is used. Where market-based conditions are attached to options, the fair value is determined using the Monte Carlo
Simulation. Inputs to the calculations include (but are not limited to) expected volatility, expected life, risk-free rate, expected
dividend yield and redemption rates. The inputs used are disclosed in Note 25. Variances in any of the inputs could lead to the
charge being higher or lower than appropriate.
Employer’s social taxes, payable on unexercised share options, are estimated based on the number of options expected to vest
and the YouGov share price and local tax rates at the balance sheet date. Variances in any of the inputs could lead to the charge
being higher or lower than estimated.
Income taxes
The Group is subject to income taxes in various jurisdictions. Estimates are required in determining the worldwide provision for
income taxes. There are many transactions/calculations for which the ultimate tax determination is uncertain during the ordinary
course of business. Where the final tax outcome is different to what is initially recorded, such differences will impact the income
tax and deferred tax provisions. Income taxes are disclosed fully in Note 6.
Deferred taxation
Estimation is required by management in determining whether the Group should recognise a deferred tax asset.
Management considers whether there is sufficient certainty that its tax losses available to carry forward will ultimately be offset
against future probable profits before taxation. This estimate impacts on the degree to which deferred tax assets are recognised.
Deferred taxation is disclosed fully in Note 20.
Goodwill
The Group tests, annually, whether goodwill has suffered any impairment, in accordance with the accounting policy.
The impairment test requires the estimation of future cash flows and the choice of a suitable discount rate in order to calculate the
present values of these cash flows. The estimates used in the impairment review are fully disclosed in Note 10.
Contingent consideration
As part of the acquisitions, contingent consideration is payable to selling shareholders based on the future performance of the
businesses. Estimates are required in assessing the magnitude of contingent consideration and the likelihood of payment.
Contingent consideration is disclosed fully in Note 18.
Panel incentive provision
The Group is required to assess the likelihood that panel incentives earned by consumer panel members will be redeemed and
maintain a provision to cover this potential liability. Factors taken into consideration include the absolute liability, redemption rates,
and panel activity rates. While historical data can indicate trends and behaviours, it is not a definite indicator of the future. The
estimates used in calculating the panel incentive provision are fully disclosed in Note 19.
Pension net defined benefit liability
The defined benefit plan exposes the Group to actuarial risks, such as longevity risk, currency risk, interest rate risk and market
(investment) risk.
160
161
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS Principal Accounting Policies of the
Consolidated Financial Statements continued
for the year ended 31 July 2023
Judgements have been made in respect of the following:
Capitalisation of panel acquisition costs
Panel acquisition costs include panel points for the welcome survey, payments to third parties introducing panellists, and
payments to internet search companies. Judgement is required in the determination of the costs that satisfy the IAS 38 criteria
for capitalisation as intangible assets. Under IAS 38, it is necessary to demonstrate that the asset is identifiable, that it is under the
control of the Group, and that it generates future economic benefits. The requirements of IAS 38 are met because the Group has
exclusive control over the data the panel generates and only Group entities can access the panel to utilise it. The panel enables
YouGov to rapidly collect data from a variety of demographics, which underpins the Group’s revenue-generating capabilities.
The costs of maintaining the panel are expensed as incurred. This includes costs such as staff costs for the team that manages
panel experience. The Group considers the panels in each of the countries that we operate to assess which demographic
needs development to meet the needs of our customers and to provide new products each month. Monthly basis is the most
appropriate frequency measurement for panel asset, as the panel needs assessment and panel costs collation are performed
each month. Hence, management defines the unit of account for panel capitalisation as the monthly spend in a given country.
The demographic and geographical makeup of the panel is constantly evolving and, therefore, the costs of enhancing the panel
are capitalised. When the Group acquires new cohorts of panellists to serve new markets, this expenditure is also capitalised.
The costs incurred to acquire panel members are directly associated with new joiners to the panel and do not include more
general expenditure for promoting products or services to potential customers.
Other intangible assets
The Group is required to identify and assess the useful life of intangible assets and determine if there is a finite or indefinite life.
Judgement is required in determining if an intangible asset has a finite life and the extent of this finite life in order to calculate the
amortisation charge on the asset. Judgement is also required in the determination of the costs that satisfy the IAS 38 criteria for
capitalisation as intangible assets (this is further disclosed on page 154).
162
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023
1 Segmental analysis
The Board of Directors (which is the “chief operating decision maker”) primarily reviews information based on product lines, being
split as syndicated services such as Data Products and non-syndicated services such as Custom Research and Data Services –
with supplemental geographical information. Revenue for FY23 included a full year of contribution from businesses acquired in
the prior year – Rezonence Limited (acquired 30 September 2021) and LINK Marketing Services AG (acquired 9 December 2021).
2023
Revenue
Recognised over time
Recognised at a point in time
Total revenue
Cost of sales
Gross profit
Administrative expenses
Adjusted operating profit/(loss)
Separately reported items
Operating profit/(loss)
Finance income
Finance costs
Profit before taxation
Taxation
Profit after taxation
2022
Revenue
Recognised over time
Recognised at a point in time
Total revenue
Cost of sales
Gross profit
Administrative expenses
Adjusted operating profit/(loss)
Separately reported items
Operating profit/(loss)
Finance income
Finance costs
Profit before taxation
Taxation
Profit after taxation
Custom
Research
£m
Data
Products
£m
Data
Services
£m
Other
revenue,
eliminations
and
unallocated
costs
£m
40.4
81.4
121.8
(21.4)
100.4
(72.9)
27.5
–
27.5
83.7
2.2
85.9
(6.1)
79.8
(43.8)
36.0
–
36.0
0.3
47.5
47.8
(7.0)
40.8
(33.3)
7.5
–
7.5
2.6
0.2
2.8
(2.9)
(0.1)
(22.6)
(22.7)
(3.9)
(26.6)
Custom
Research
£m
Data
Products
£m
Data
Services
£m
Other
revenue,
eliminations
and
unallocated
costs
£m
31.8
63.8
95.6
(19.1)
76.5
(55.5)
21.0
–
21.0
73.1
1.0
74.1
(6.6)
67.5
(40.5)
27.0
–
27.0
0.5
50.2
50.7
(8.0)
42.7
(35.0)
7.7
–
7.7
2.4
(1.7)
0.7
–
0.7
(20.1)
(19.4)
(6.3)
(25.7)
Group
£m
127.0
131.3
258.3
(37.4)
220.9
(172.6)
48.3
(3.9)
44.4
1.0
(0.7)
44.7
(10.1)
34.6
Group
£m
107.8
113.3
221.1
(33.7)
187.4
(151.1)
36.3
(6.3)
30.0
–
(4.7)
25.3
(7.8)
17.5
163
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
1 Segmental analysis continued
Revenue by country based on the origin of the sale:
Revenue recognised in relation to contract liabilities
Revenue recognised that was included in the contract liability balance at the beginning of the financial year was £10.9m
(2022: £11.3m).
Revenue recognised subject to contract constraint in previous period
There is no revenue recognised in the year ended 31 July 2023 (2022: £nil) from performance obligations satisfied in previous
periods, not previously recognised due to contract constraint.
Significant estimate in recognising revenue
The Group has assessed the revenue relating to long-term Custom Research contracts that are ongoing at the year-end.
Recognition of the completed work is based on project managers’ estimates as noted on page 160. An increase of 10% on the
estimated completion of open projects would result in a revenue movement of £2.0m (2022: £1.7m) up and down, respectively.
Supplementary analysis by geography
Revenue and adjusted operating profit/(loss) by geography based on the origin of the sale:
2023
2022
UK
Americas¹
Mainland Europe
Middle East
Asia Pacific
Intra-Group revenues and other unallocated revenues/(costs)
Group
1 Americas refers to the US, Canada and Latin America.
Revenue by geography based on the destination of the customer:
Revenue
£m
65.6
116.4
58.2
8.8
23.5
(14.2)
258.3
Adjusted
operating
profit/(loss)
£m
Adjusted
operating
profit/(loss)
£m
Revenue
£m
19.5
41.1
4.8
2.5
3.6
(23.2)
48.3
57.9
99.5
45.7
6.2
20.8
(9.0)
221.1
2023
External sales
Inter-segment sales
Total revenue
2022
External sales
Inter-segment sales
Total revenue
UK
£m
56.0
6.1
62.1
53.4
5.3
58.7
Americas
£m
Mainland
Europe
£m
Middle East
£m
Asia Pacific
£m
Intra–Group
revenues
£m
115.5
6.9
122.4
98.1
6.3
104.4
58.3
4.3
62.6
46.7
3.7
50.4
6.8
0.2
7.0
4.6
0.2
4.8
21.7
3.4
25.1
18.3
0.4
18.7
–
(20.8)
(20.8)
–
(15.9)
(15.9)
Inter-segment sales are priced on an arm’s-length basis that would be available to unrelated third parties.
17.8
32.1
3.3
1.7
1.8
(20.4)
36.3
Group
£m
258.3
–
258.3
221.1
–
221.1
UK
US
Switzerland
Denmark
France
Germany
UAE
Australia
Singapore
Other
Group
Revenue by country based on the destination of the customer:
UK
US
Switzerland
Germany
Australia
France
UAE
Other
Group
2023
£m
62.8
112.8
19.5
5.5
8.1
12.5
7.7
8.9
4.7
15.8
258.3
2023
£m
56.0
112.5
20.6
13.0
8.7
7.9
5.5
34.1
258.3
Total of non-current assets other than financial instruments and deferred tax assets, broken down by geography:
UK
Americas
Mainland Europe
Middle East
Asia Pacific
Eliminations and unallocated assets
Group
31 July
2023
£m
21.5
18.1
11.6
2.9
6.0
67.9
128.0
2022
£m
55.6
98.8
12.5
5.1
6.4
12.5
5.6
8.7
3.2
12.7
221.1
2022
£m
52.6
96.1
13.0
11.8
8.6
5.4
3.6
30.0
221.1
31 July
2022
£m
24.2
19.7
15.0
3.2
6.4
65.4
133.9
Prior year comparatives are updated to align to the FY23 allocation criteria of legal entity rather than management reporting
hierarchy.
164
165
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
2 Profit before taxation
Profit before taxation is stated after charging:
Specific disclosures in relation to compensation for key management personnel (defined as Board and Divisional, Product and
Function Heads) who held office during the year were as follows:
Auditors’ remuneration:
Fees payable for the audit of the Parent Company and the consolidated financial statements
Audit of subsidiaries
Fees payable for the audit of the prior year consolidated financial statements
Total auditors’ remuneration
Depreciation and amortisation:
Amortisation of intangible assets (Note 11)
Depreciation of property, plant and equipment (Note 12)
Depreciation of right-of-use assets (Note 13)
Operating lease rentals:
Land and buildings
Other (income)/expenses:
Exchange (gains)/losses (Note 5)
Increase/(Decrease) in expected credit loss
Share-based payment expenses (Note 25)
Charitable donations
2023
£m
0.7
0.2
0.1
1.0
21.0
1.7
2.6
1.3
(0.7)
0.1
7.6
0.2
2022
£m
0.6
0.2
0.1
0.9
20.4
1.7
3.2
0.7
3.7
(0.1)
2.9
0.1
3 Staff costs and numbers
Staff costs (including Directors) charged to administrative expenses of the Group and Company during the year were as follows:
Wages and salaries
Social security costs
Share-based payments (Note 25)
Other pension costs
Acquisition costs treated as staff compensation (Note 4)
2023
Group
£m
100.8
10.4
7.6
3.2
(1.1)
120.9
2022
Group
£m
89.2
9.1
2.9
2.3
5.2
108.7
2023
Company
£m
2022
Company
£m
20.8
2.5
1.8
0.8
0.9
26.8
21.1
2.6
0.7
0.8
0.6
25.8
Included in the above amount are staff costs totalling £7.5m (2022: £6.5m), which were capitalised in relation to internally
developed intangible assets. Further details are provided in Note 11. Pension costs are defined benefit service cost of £0.5m (note
22) and the remaining are contributions to defined contribution pension schemes.
The monthly average number of employees, including Directors of the Group and Company during the year, was as follows:
2023
Group
Number
56
1,956
2,012
2022
Group
Number
40
1,624
1,664
2023
Company
Number
2022
Company
Number
32
295
327
19
277
296
Key management personnel
Administration and operations
166
Short-term employee benefits
Post-employment benefits
Share-based payments
2023
Group
£m
12.3
0.3
6.3
18.9
2022
Group
£m
10.3
0.2
2.4
12.9
2023
Company
£m
2022
Company
£m
6.1
0.2
1.7
8.0
4.4
0.1
0.7
5.2
Disclosure of Directors’ remuneration, including share options, are included in the Remuneration Report on pages 104 to 125,
which forms part of the financial statements.
4 Separately reported items
Acquisition-related costs
2023
£m
3.9
2022
£m
6.3
Acquisition-related costs in the year of £5.0m includes £4.8m of costs in relation to the planned acquisition of GfK CPB (Note
9) of which £0.4m relates to bridge debt facility fees and the remaining £4.4m of fees relates to professional advisory services
from banks, lawyers and accountants. There has also been a net £1.1m release of previously accrued contingent consideration
treated as staff costs in respect of the acquisitions of Portent.io Limited, Charlton Insights Inc., YouGov Finance Limited (formerly
Lean App Limited) and Faster Horses Pty Limited. The release of the accrual was, primarily, in relation to Faster Horses, where the
earn-out performance has not been as strong as initially expected.
Acquisition-related costs in the comparative period comprise £5.2m of contingent consideration treated as staff costs in respect
of the acquisitions of Portent.io Limited, Charlton Insights Inc., YouGov Finance Limited (formerly Lean App Limited) and Faster
Horses Pty Limited, and £1.1m of transaction costs in respect of newly acquired entities.
5 Finance income and costs
Interest received from bank deposits
Foreign exchange gains on cash and intra-Group loans
Total finance income
Interest paid on finance leases
Interest paid on borrowings¹
Foreign exchange losses on cash and intra-Group loans
Imputed interest on contingent consideration and provisions
Total finance costs
1 Interest paid on borrowings relates to fees for the £20m Revolving Credit Facility (see Note 21 for more details).
2023
£m
2022
£m
0.3
0.7
1.0
0.3
0.2
–
0.5
0.2
0.7
–
–
–
0.4
0.5
3.7
4.6
0.1
4.7
167
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
6 Taxation
The taxation charge represents:
Current tax on profits for the year
Foreign tax
Adjustments in respect of prior years
Total current tax charge
Deferred tax:
Origination and reversal of temporary differences
Adjustments in respect of prior years
Impact of changes in tax rates
Total deferred tax charge
Total income statement tax charge
2023
£m
9.0
5.5
(0.1)
14.4
(4.7)
(0.1)
0.5
(4.3)
10.1
2022
£m
3.1
4.0
0.1
7.2
(3.1)
3.5
0.2
0.6
7.8
The tax assessed for the year is higher (2022: higher) than the standard rate of corporation tax in the UK. The Group’s effective tax
rate on profit is 22.6% (2022: 30.8%)
The differences are explained below:
Profit before taxation
Tax charge calculated at Group’s standard rate of 21% (2022: 19%)
Variance in overseas tax rates
Impact of change in in tax rates
Impact of difference between current tax and deferred tax rate
Expenses not deductible for tax purposes
Adjustments in respect of prior years
Other differences
Total income statement tax charge for the year
2023
£m
44.7
9.4
(0.4)
0.5
(0.2)
0.5
(0.2)
0.5
10.1
2022
£m
25.3
4.8
(1.4)
0.2
(0.2)
0.8
3.6
–
7.8
Excess tax relief on employee share option schemes of £0.2m (2022: £1.0m) was recognised as income tax directly in equity, split
between current tax of £0.1m (2022: £0.9m) and deferred tax of £0.3m (2022: (£0.1m).
The UK Government announced that the main UK corporation tax rate would increase to 25% from 1 April 2023 and had
substantively enacted the higher rate before 31 July 2022. So the effect of that higher rate was first included in the prior year
financial statements.
The Group’s net current tax provision of £4.0m relates to management’s judgement of the amount of tax payable on open tax
computations where the liabilities remain to be agreed with tax authorities in the countries that the group operates, principally the
uncertain tax items for which a provision is made. Due to the uncertainty associated with such tax items, it is possible that, at a
future date, on conclusion of open tax matters, the final outcome may vary significantly. While a range of outcomes is reasonably
possible, the extent of this range is additional liabilities of up to £3m to a reduction in liabilities of up to £2m.
7 Dividend
On 12 December 2022, a final dividend in respect of the year ended 31 July 2022 of £7,710,000 (7.0p per share) (2021: £6,700,000
(6.0p per share)) was paid to shareholders. A dividend in respect of the year ended 31 July 2023 of 8.75p per share, amounting to a
total dividend of £10,065,000, is to be proposed at the Annual General Meeting on 7 December 2023. These financial statements
do not reflect this proposed dividend payable.
168
8 Earnings per share
The calculation of the basic earnings per share is based on the earnings attributable to Ordinary Shareholders divided by the
weighted average number of shares in issue during the year. Shares held in employee share trusts are excluded for the purposes
of this calculation.
The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of shares,
on the assumed conversion of all dilutive options and other potentially dilutive Ordinary Shares.
The adjusted earnings per share has been calculated to reflect the underlying profitability of the business by excluding
share-based payments and related employer’s social costs, imputed interest, impairment charges, other separately reported items
and any related tax effects as well as the derecognition of tax losses. Share-based payments and related social taxes have been
excluded from the adjusted earnings per share as the YouGov plc share price is a key driver of these costs.
Profit after taxation attributable to equity holders of the Parent Company
Add: share-based payments
Add: imputed interest (Note 5)
Add: separately reported items (Note 4)
Tax effect of the above adjustments and adjusting tax items
Adjusted profit after taxation attributable to equity holders of the Parent Company
2023
£m
34.5
7.6
0.2
3.9
(1.9)
44.3
2022
£m
17.1
2.9
0.1
6.3
(0.4)
26.0
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below.
2023
2022
Number of shares
Weighted average number of shares during the year: (‘m shares)
– Basic
– Dilutive effect of share options
– Diluted
The adjustments have the following effect (pence):
Basic earnings per share
Share-based payments
Imputed interest
Separately reported items
Tax effect of the above adjustments and adjusting tax items
Adjusted basic earnings per share
Diluted earnings per share
Share-based payments and related social taxes
Imputed interest
Separately reported items
Tax effect of the above adjustments and adjusting tax items
Adjusted diluted earnings per share
109.6
2.5
112.1
31.5
6.9
0.3
3.5
(1.7)
40.5
30.8
6.7
0.3
3.4
(1.7)
39.5
109.9
2.3
112.2
15.7
2.6
0.1
5.7
(0.4)
23.7
15.4
2.5
0.1
5.6
(0.4)
23.1
169
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
9 Business combinations
No acquisitions have completed in the year (2022: 2 acquisitions). The Group announced on 6 July 2023 that it has entered into an
agreement to acquire the Consumer Panel Business of GfK SE (“GfK CPB”) for a headline purchase price of €315m. The acquisition
is expected to complete in the second half of 2023. The completion is subject to customary closing conditions and approvals
from regulatory authorities. The acquisition is expected to be financed by £51.2m gross proceeds from the newly issued YouGov
ordinary shares (see Note 21), new term and revolving credit facility of up to €280m (see Note 29) and existing cash on hand.
The Group has already incurred acquisition-related costs such as professional advisory fees from banks, lawyers and accountants
of £4.4m in FY23. These have been recognised within separately reported items in the consolidated income statement. In addition,
£1.1m bridge debt facility fee has been prepaid, of which £0.4m was recognised in FY23 (Note 4). Additional costs of £6.0m are
expected to be incurred in FY24.
Contingent consideration charge of £1.1m was incurred in the current year in relation to acquisitions undertaken in previous years,
recognised in the income statement as separately reported items. This is contingent upon continuing employment and, therefore,
has been treated as staff compensation under IFRS 3.
10 Goodwill
Carrying amount at
1 August 2021
Additions
Remeasurement1
Exchange differences
Carrying amount at
31 July 2022
At 31 July 2022
Cost1
Accumulated impairment
Net book amount1
Carrying amount at
31 July 2022
Exchange differences
Carrying amount at
31 July 2023
At 31 July 2023
Cost
Accumulated impairment
Net book amount
Americas
£m
Rest of
Europe
£m
DACH
£m
Middle East
£m
Asia Pacific
£m
33.9
–
–
2.6
36.5
36.5
–
36.5
36.5
(1.1)
35.4
35.4
–
35.4
5.9
–
–
–
5.9
8.0
(2.1)
5.9
5.9
0.1
6.0
8.1
(2.1)
6.0
11.5
14.5
2.7
(1.7)
27.0
29.5
(2.5)
27.0
27.0
0.6
27.6
30.1
(2.5)
27.6
1.6
–
–
0.2
1.8
1.8
–
1.8
1.8
(0.1)
1.7
1.7
–
1.7
2.5
–
–
0.3
2.8
2.8
–
2.8
2.8
(0.2)
2.6
2.6
–
2.6
UK
£m
5.1
4.0
–
–
9.1
9.1
–
9.1
9.1
–
9.1
9.1
–
9.1
Total
£m
60.5
18.5
2.7
1.4
83.1
87.7
(4.6)
83.1
83.1
(0.7)
82.4
87.0
(4.6)
82.4
1 The fair value remeasurements for the LINK (Switzerland) opening balance sheet were made retrospectively at 31 July 2022 resulting in a £2.9m
reclassification from customer relationship intangible assets to goodwill, net of a £0.2m for deferred tax and working capital adjustments (refer to FY22
restatement on page 148)
In prior reporting periods, the Nordic region was treated as a separate CGU. In 2023, the Nordics, Spain, France and Italy
were combined into the Rest of Europe (ROE) under one regional CEO. The ROE CEO and Senior Leadership Team have been
optimising operations across the region by pooling resources, such as people and assets, to service larger clients jointly, and
having a coordinated ROE strategy to targeting larger multi-national European clients. They have been supported by combined
support functions. The goodwill related to Nordic has, therefore, been absorbed into the ROE CGU, which now represents the
smallest identifiable group that generates independent cashflows.
In accordance with IAS 36, the carrying values of goodwill and other intangible assets are reviewed annually for impairment. The
annual impairment review is undertaken as at 30 April 2023 to align with the quarterly forecast process.
The recoverable amounts of all CGUs have been determined based on value-in-use calculations. This review assessed whether
the carrying value of goodwill was supported by the net present value of future cash flows derived from assets using a projection
period of five years for each CGU based on the forecast numbers for the year ended 31 July 2023.
The sources of the assumptions used in making the assessment are as follows:
– CGU revenue annual growth rates of 7% to 12% for years 1 – 5. Growth rates are forecasts based on both internal and external
market information.
– Perpetuity growth rates based on management’s estimate of future long-term average growth rates are 2.5% (2022: 2% to
2.25%).
– Pre-tax weighted average costs of capital of 11% to 14% (2022: 9% to 12%).
Management has performed a sensitivity analysis on the net present value of the future cash flows by applying reasonably
possible adverse effects on the impairment review variables that could arise individually or collectively. There were no reasonably
possible changes in any of the key assumptions that would have resulted in an impairment in the Group’s CGUs.
Sufficient headroom exists in all CGUs to support the valuation of goodwill.
170
171
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Company
At 31 July 2022
Cost
Accumulated amortisation
Net book amount
Year ended 31 July 2023
Opening net book amount
Additions
Amortisation:
Amortisation – current year charge
Closing net book amount
At 31 July 2023
Cost
Accumulated amortisation
Net book amount
Software,
trademarks
and product
development
£m
Consumer
panel
£m
13.1
(9.8)
3.3
3.3
2.2
(2.9)
2.6
15.3
(12.7)
2.6
4.5
(3.6)
0.9
0.9
0.5
(0.3)
1.1
5.0
(3.9)
1.1
Total
£m
17.6
(13.4)
4.2
4.2
2.7
(3.2)
3.7
20.3
(16.6)
3.7
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
11 Other intangible assets
Group
At 1 August 2021
Cost
Accumulated amortisation
Net book amount
Year ended 31 July 2022
Opening net book amount
Additions:
Separately acquired
Internally developed
Remeasurement1
Through business combinations
Disposals
Amortisation:
Amortisation – current year charge
Amortisation – disposals
Exchange differences
Closing net book amount1
At 31 July 2022
Cost1
Accumulated amortisation
Net book amount1
Year ended 31 July 2023
Opening net book amount
Additions:
Separately acquired
Internally developed
Disposals
Amortisation:
Amortisation – current year charge
Amortisation – disposals
Exchange differences
Closing net book amount
At 31 July 2023
Cost
Accumulated amortisation
Net book amount
Consumer
panel
£m
Software
and software
development
£m
Customer
contracts,
trademarks,
patents and
product
development
£m
34.1
(20.2)
13.9
13.9
9.3
–
–
0.7
(1.7)
(9.9)
1.7
0.9
14.9
44.8
(29.9)
14.9
50.4
(38.0)
12.4
12.4
1.1
6.9
–
1.4
(0.2)
(9.1)
0.2
–
12.7
59.6
(46.9)
12.7
14.9
12.7
9.3
–
(7.4)
(10.5)
7.4
(0.3)
13.4
45.6
(32.2)
13.4
1.2
7.8
–
(9.3)
–
(0.1)
12.3
58.6
(46.3)
12.3
7.9
(5.0)
2.9
2.9
–
–
(2.9)
8.1
–
(1.4)
–
0.8
7.5
14.1
(6.6)
7.5
7.5
–
–
–
(1.2)
–
(0.1)
6.2
13.8
(7.6)
6.2
Total
£m
92.4
(63.2)
29.2
29.2
10.4
6.9
(2.9)
10.2
(1.9)
(20.4)
1.9
1.7
35.1
118.5
(83.4)
35.1
35.1
10.5
7.8
(7.4)
(21.0)
7.4
(0.5)
31.9
118.0
(86.1)
31.9
1 The fair value remeasurements for the LINK (Switzerland) opening balance sheet were made retrospectively at 31 July 2022 resulting in a £2.9m
reclassification from customer relationship intangible assets to goodwill, net of a £0.2m for deferred tax and working capital adjustments (refer to FY22
restatement on page 148)
Out of the remaining £6.2m (FY22: £7.5m restated) net book amount of other assets for Group as at 31 July 2023, £5.3m
(FY22: £6.2m restated) are customer contracts and lists with the remaining £0.9m (FY22: £1.3m) for trademarks, patents and
product development.
172
173
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
12 Property, plant and equipment
Group
At 1 August 2021
Cost
Accumulated depreciation
Net book amount
Year ended 31 July 2022
Opening net book amount
Additions:
Separately acquired
Through business combinations
Disposals
Depreciation:
Depreciation – current year charge
Depreciation – disposals
Exchange differences
Closing net book amount
At 31 July 2022
Cost
Accumulated depreciation
Net book amount
Year ended 31 July 2023
Opening net book amount
Additions:
Separately acquired
Disposals
Depreciation:
Depreciation – current year charge
Depreciation – disposals
Exchange differences
Closing net book amount
At 31 July 2023
Cost
Accumulated depreciation
Net book amount
Computer
equipment
£m
Other
£m
Total
£m
6.1
(4.9)
1.2
1.2
1.5
0.2
(0.2)
(0.9)
0.2
0.1
2.1
7.9
(5.8)
2.1
2.1
1.1
(0.1)
(1.2)
0.1
(0.1)
1.9
8.8
(6.9)
1.9
6.3
(4.3)
2.0
2.0
–
0.8
(0.3)
(0.8)
0.3
0.1
2.1
7.1
(5.0)
2.1
2.1
–
–
(0.5)
–
0.1
1.7
7.1
(5.4)
1.7
12.4
(9.2)
3.2
3.2
1.5
1.0
(0.5)
(1.7)
0.5
0.2
4.2
15.0
(10.8)
4.2
4.2
1.1
(0.1)
(1.7)
0.1
–
3.6
15.9
(12.3)
3.6
Other assets for the Group with a net book amount of £1.7m as of 31 July 2023 is made up of fixtures and fittings (£0.8m),
leasehold property improvements (£0.3m) and freehold property (£0.6m).
Company
At 31 July 2022
Cost
Accumulated depreciation
Net book amount
Year ended 31 July 2023
Opening net book amount
Additions
Depreciation
Closing net book amount
At 31 July 2023
Cost
Accumulated depreciation
Net book amount
Total
£m
4.5
(3.9)
0.6
0.6
0.2
(0.5)
0.3
4.7
(4.4)
0.3
The Company’s property, plant and equipment assets include fixtures and fittings, leasehold property improvements and
computer equipment.
All property, plant and equipment disclosed above for the Group and Company in both the year ended 31 July 2023 and
31 July 2022 are free from restrictions on title.
174
175
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
13 Right-of-use assets
14 Investments
Group
At 1 August 2021
Cost
Accumulated depreciation
Net book amount
Year ended 31 July 2022
Opening net book amount
Additions
Disposals
Depreciation:
Depreciation – current year charge
Depreciation – disposals
Exchange differences
Closing net book amount
At 31 July 2022
Cost
Accumulated depreciation
Net book amount
Year ended 31 July 2023
Opening net book amount
Additions
Disposals
Depreciation:
Depreciation – current year charge
Depreciation – disposals
Exchange differences
Closing net book amount
At 31 July 2023
Cost
Accumulated depreciation
Net book amount
Computer,
Office
equipment
and motor
vehicles
£m
Premises
£m
Group
Total
£m
Company
Total
£m
21.9
(10.0)
11.9
11.9
1.5
(2.1)
(3.1)
2.1
0.9
11.2
22.9
(11.7)
11.2
11.2
1.7
(3.2)
(2.6)
3.2
(0.2)
10.1
20.8
(10.7)
10.1
1.3
(1.1)
0.2
0.2
–
(0.2)
(0.1)
0.2
–
0.1
1.1
(1.0)
0.1
0.1
–
(0.3)
–
0.2
–
–
0.8
(0.8)
–
23.2
(11.1)
12.1
12.1
1.5
(2.3)
(3.2)
2.3
0.9
11.3
24.0
(12.7)
11.3
11.3
1.7
(3.5)
(2.6)
3.4
(0.2)
10.1
21.6
(11.5)
10.1
9.7
(4.7)
5.0
5.0
–
(0.1)
–
(0.8)
0.1
–
4.2
9.7
(5.5)
4.2
4.2
–
–
–
(0.7)
–
–
3.5
9.7
(6.2)
3.5
The £10.1m net book amount (2022: £11.2m) right-of-use assets of the Group are premises. The total expense to the Group relating
to assets leased on a short-term basis was £1,253,000 (2022: £677,000). The total expense relating to leases of low-value assets
was £61,000 (2022: £46,000).
The £3.5m (2022: £4.2m) right-of-use assets of the Company are premises. The total expense to the Company relating to assets
leased on a short-term basis was £24,000 (2022: £24,000). The total expense relating to leases of low-value assets was £61,000
(2022: £46,000).
176
Interests in subsidiaries
The table below gives details of the Group’s subsidiaries at 31 July 2023. Registered addresses for all subsidiaries can be found in
Note 30. All subsidiaries have ordinary share capital and co-terminous year-ends, except where indicated below, and are included
in the consolidated financial statements.
There have been no changes in ownership proportions held for existing subsidiaries by either the Group or the Company during the year.
Proportion held
Country of
incorporation
By Parent
Company
By the
Group
Nature of business
YouGov Services Limited
YouGov Finance Limited
SMG Insight Limited
Margaux Matrix Limited
MMH 2014 Ltd
Crunch Cloud Analytics Limited
Inconversation Media Limited
Portent.io Limited
Rezonence Limited
YouGov UK Limited
YouGov America Inc
Crunch Cloud Analytics, LLC
Portent Technologies Inc
YouGov Research Canada Limited
Wizsight Arastima ve Danismanlik Hizmetleri
Anonim Sirketi
LINK Marketing Services AG
YouGov Brasil LTDA
YouGov Deutschland GmbH
YouGov Data & Analytics GmbH
YouGov Netherlands B.V.
YouGov Nordic and Baltic A/S
YouGov Sweden AB
YouGov Norway AS
YouGov Finland OY
YouGov M.E. FZ LLC
YouGov Mexico S. de R.L. de. CV1
YouGov Mexico Shared Services S. de R.L.
de. CV1
YouGov France SASU
YouGov Spain S.L.U
YouGov Italia Srl
YouGov Turkey Veri Ve Analiz Limited Şirketi
Consilium Limited
YouGov URC (Shanghai) Market Research
Co., Ltd.
YouGov Singapore Pte Limited
PT YouGov Consulting Indonesia
YouGov Malaysia SDN BHD
YouGov (Thailand) CO. LTD
Faster Horses Pty Limited
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
US
US
US
Canada
Turkey
Switzerland
Brazil
Germany
Germany
Netherlands
Denmark
Sweden
Norway
Finland
UAE
Mexico
Mexico
France
Spain
Italy
Turkey
Hong Kong
China
Singapore
Indonesia
Malaysia
Thailand
Australia
100%
100%
100%
0%
0%
100%
Software development
100% Software development and market research
Market research
100%
Market research
100%
Holding company
100%
Software development
79.5% 79.5%
Market research
100%
100%
Market research
100%
100%
Software development
100%
100%
Holding company
100%
100%
Market research
100%
100%
Market research
100%
0%
Market research
100%
0%
Market research
100%
100%
100%
0%
0%
100%
100%
100%
100%
0%
0%
0%
100%
99.99%
0.01%
100%
100%
100%
100%
100%
0%
0%
5%
0%
0%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Market research
Market research
100% Software development and finance services
Market research
100%
Market research
100%
Market research
100%
Market research
100%
Market research
100%
90%
100%
100%
100%
100%
100%
Market research
Market research
Market research
Market research
Market research
Market research
177
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
14 Investments continued
YouGov Research Pty Ltd
YouGov Galaxy Pty Limited
YG Research India Private Limited2
YouGov Poland Sp. z o.o.3
YouGov s.r.l.3
1 Incorporated 29 July 2022.
2 Year-end is 30 April.
3 Year-end is 31 December.
Proportion held
Country of
incorporation
By Parent
Company
By the
Group
Australia
Australia
India
Poland
Romania
100%
0%
100%
0%
100%
100%
100%
100%
100%
100%
The value of investments based on the cost to the Company is as follows:
Balance at 1 August
Acquired through business combinations
Additional investment
Settlement of fully vested share options
Share-based payments charge
Balance at 31 July
Nature of business
Market research
Market research
Market research
Software development
Software development
2023
£m
83.3
–
–
–
5.7
89.0
2022
£m
52.8
26.4
2.1
(0.3)
2.3
83.3
In accordance with IAS 36, the carrying values of the Company’s investments are reviewed annually for impairment. There is nil
impairment charge for FY23 (FY22: £nil).
As at 31 July 2023, the Group’s trade receivables of £11.9m (2022: £11.7m) and the Company’s trade receivables of £3.4m (2022:
£2.4m) were overdue. These relate to a number of customers for which there is no recent history of default or any other indication
that the receivable should not be fully collectable. The ageing analysis of past due trade receivables is as follows:
Group
Up to three months overdue
Three to six months overdue
Six months to one year overdue
More than one year overdue
Total overdue
Within payment terms
Company
Up to three months overdue
Three to six months overdue
Six months to one year overdue
More than one year overdue
Total overdue
Within payment terms
Gross
receivable
£m
2023
Expected
credit loss
£m
Net
receivable
£m
Gross
receivable
£m
2022
Expected
credit loss
£m
Net
receivable
£m
10.5
0.8
0.4
0.2
11.9
16.5
28.4
(0.3)
(0.1)
(0.2)
(0.2)
(0.8)
(0.2)
(1.0)
10.2
0.7
0.2
–
11.1
16.3
27.4
9.0
2.1
0.5
0.1
11.7
14.4
26.1
(0.4)
(0.2)
(0.2)
(0.1)
(0.9)
–
(0.9)
8.6
1.9
0.3
–
10.8
14.4
25.2
Gross
receivable
£m
2023
Expected
credit loss
£m
Net
receivable
£m
Gross
receivable
£m
2022
Expected
credit loss
£m
Net
receivable
£m
3.3
–
0.1
–
3.4
3.6
7.0
(0.1)
–
(0.1)
–
(0.2)
–
(0.2)
3.2
–
–
–
3.2
3.6
6.8
1.8
0.5
0.1
–
2.4
4.2
6.6
–
(0.1)
(0.1)
–
(0.2)
–
(0.2)
1.8
0.4
–
–
2.2
4.2
6.4
15 Trade and other receivables
Movements on the Group and Company provisions for expected credit loss are as follows:
Trade receivables
Expected credit loss
Net trade receivables
Amounts owed by Group undertakings
Other receivables
Prepayments
Accrued income
31 July 2023
Group
£m
31 July 2022
Group
(restated)1
£m
31 July 2023
Company
£m
31 July 2022
Company
(restated)1
£m
28.4
(1.0)
27.4
–
6.3
6.5
14.8
55.0
26.1
(0.9)
25.2
–
7.3
6.0
15.0
53.5
7.0
(0.2)
6.8
69.2
1.5
2.3
1.3
81.1
6.6
(0.2)
6.4
75.4
0.2
2.4
1.3
85.7
1 Comparatives have been restated, as explained in the FY22 restatements section on page 148.
The amounts due to the Company from Group undertakings are repayable on demand and are non-interest bearing. An
adjustment of £3.4m has been made to the amounts owed by Group undertakings for the Company for 31 July 2022. See FY22
restatements section on page 148.
Expected credit loss at 1 August
Increase in expected credit loss charged to the income statement
Provision utilised in the year
Unused amount reversed
Exchange differences
Expected credit loss at 31 July
2023
Group
£m
0.9
0.8
(0.1)
(0.6)
–
1.0
2022
Group
£m
2023
Company
£m
2022
Company
£m
1.0
0.4
(0.1)
(0.5)
0.1
0.9
0.2
0.2
(0.1)
(0.1)
–
0.2
0.3
0.2
(0.1)
(0.2)
–
0.2
The creation and release of the provision for impaired receivables has been included in the Consolidated Income Statement and
the Company’s profit and loss account. The other classes within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.
The expected loss allowance is calculated on a regional basis using the historic default rates in each geography, adjusted for other
considerations, such as local economic conditions and anticipated future events. The Company does not hold any collateral
as security.
The average length of time taken by customers to settle receivables is 34 days (2022: 35 days) for the Group and 32 days
(2022: 36 days) for the Company. Concentrations of credit risk do exist with certain clients with whom we have trading
relationships, but none have a history of default and all command a certain stature within the marketplace, which minimises any
potential risk of default. Material balances, defined as greater than £250,000 (2022: greater than £250,000), represent 22% of the
Group’s trade receivables (2022: 24%) and 22% of the Company’s trade receivables (2022: 10%).
178
179
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
16 Cash and cash equivalents
Cash at bank and in hand
Cash and cash equivalents
31 July 2023
Group
£m
31 July 2022
Group
£m
31 July 2023
Company
£m
31 July 2022
Company
£m
107.2
107.2
37.4
37.4
61.5
61.5
7.0
7.0
Cash and cash equivalents are held at either variable rates of interest or at rates fixed for periods of no longer than three months.
Cash and cash equivalents held on term deposits at 31 July 2023 amounted to £3.4m, of which £0.8m were deposits on call.
17 Trade and other payables
Trade payables
Amounts owed to Group undertakings
Accruals
Deferred income
Other payables
31 July 2023
Group
£m
31 July 2022
Group
£m
31 July 2023
Company
£m
6.1
–
21.6
26.6
10.4
64.7
6.6
–
21.5
23.7
15.0
66.8
1.5
27.9
8.8
7.3
3.4
48.9
31 July 2022
Company
(restated)1
£m
2.4
76.2
5.3
8.4
6.2
98.5
1 Comparatives have been restated, as explained in the FY22 restatements section on page 148.
Amounts payable by the Company to Group undertakings are repayable on demand and non-interest bearing.
Included within the Group’s other payables are £0.6m (2022: £0.6m) of contributions due in respect of defined contribution
pension schemes.
Included within the Company’s other payables are £0.2m (2022: £0.2m) of contributions due in respect of defined contribution
pension schemes.
180
18 Contingent consideration
At 31 July 2023, the contingent consideration of the Group and the Company is as follows:
Group
Parent Company
YouGov
Finance
Limited
£m
0.1
–
0.1
Portent.io
Limited
£m
2.1
2.1
–
Parent
Company
Total
£m
2.2
2.1
0.1
Charlton
Insights Inc.
£m
0.7
0.1
0.6
0.3
–
–
0.4
0.2
0.2
0.2
(0.2)
–
–
0.4
0.4
0.3
–
–
2.4
2.4
–
0.7
(1.6)
(1.5)
–
–
–
0.6
–
–
2.8
2.6
0.2
0.9
(1.8)
(1.5)
–
0.4
0.4
1.7
(0.1)
0.2
2.5
0.3
2.2
1.6
(0.5)
–
(0.2)
3.4
3.4
Faster
Horses
£m
0.2
–
0.2
2.9
–
0.1
3.2
3.2
–
3.4
–
(5.5)
(0.5)
0.6
0.6
Group
Total
£m
3.1
2.2
0.9
5.2
(0.1)
0.3
8.5
6.1
2.4
5.9
(2.3)
(7.0)
(0.7)
4.4
4.4
At 1 August 2021
Included within current liabilities
Included within non-current liabilities
Contingent staff cost provided during
the year
Released during the year
Foreign exchange differences
Balance at 31 July 2022
Included within current liabilities
Included within non-current liabilities
Contingent staff cost provided during
the year
Settled during the year
Released during the year
Foreign exchange differences
Balance at 31 July 2023
Included within current liabilities
Valuation inputs and relations to fair value of contingent consideration
The value of contingent consideration payable is estimated by applying earn-out multiples as defined in purchase agreements to
management forecasts and discounting the resulting amount payable to present value. The earn-out multiples are assumptions
that have a significant impact on the valuation of the Group’s contingent consideration. In 2023, the earn-out multiple is 5x
(2022: 5x). A decrease in discounting rate will increase the amount payable at present value. Payment to the remaining contingent
consideration as at 31 July 2023 will be made in FY24. A 100bps increase or 100bps decrease in the discount rate would not result
in material change in the Group’s contingent consideration as at 31 July 2023. There is no impact on credit risk due to valuation.
The Group has performed sensitivity analyses of reasonably possible changes in the significant assumptions. The impact of
variances to these forecasts and the minimum and maximum amounts payable are as follows:
Impact of a 10% increase in management forecasts
Impact of a 10% reduction in management forecasts
Minimum amount payable
Maximum amount payable
Charlton
Insights Inc.
£m
–
0.4
–
4.4
YouGov
Finance
Limited
£m
–
–
–
0.5
Faster
Horses
£m
–
–
–
0.6
Total
£m
–
0.4
–
5.5
181
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
19 Provisions
20 Deferred tax assets and liabilities
At 1 August 2021
Included within current liabilities
Included within non-current liabilities
Provided during the year
Acquired during the year
Utilised during the year
Released during the year
Discount unwinding
Foreign exchange differences
Balance at 31 July 2022
Included within current liabilities
Included within non-current liabilities
Provided during the year
Utilised during the year
Released during the year
Discount unwinding
Foreign exchange differences
Balance at 31 July 2023
Included within current liabilities
Included within non-current liabilities
Panel
incentives
£m
Group
Staff
gratuity
£m
13.2
8.7
4.5
18.9
0.4
(16.3)
(0.2)
0.1
0.8
16.9
11.2
5.7
19.0
(18.0)
–
0.2
(0.3)
17.8
11.7
6.1
0.6
–
0.6
0.3
–
–
–
–
0.1
1.0
–
1.0
0.1
–
(0.1)
–
(0.1)
0.9
0.2
0.7
Company
Panel
incentives
£m
5.5
3.4
2.1
5.9
–
(5.3)
(0.2)
–
–
5.9
3.8
2.1
5.7
(5.9)
–
–
–
5.7
3.5
2.2
Total
£m
13.8
8.7
5.1
19.2
0.4
(16.3)
(0.2)
0.1
0.9
17.9
11.2
6.7
19.1
(18.0)
(0.1)
0.2
(0.4)
18.7
11.9
6.8
The panel incentive provision of the Group represents the Directors’ best estimate of the future liability in relation to the value of
panel incentives that have accrued in the panellists’ virtual accounts up to 31 July 2023. The provision of £17.8m represents 41%
of the maximum potential liability of £42.7m (2022: £16.9m representing 42% of the maximum potential liability of £39.9m). The
factors considered in estimating the appropriate percentage of the total potential liability to be provided against at each reporting
date include: panel churn rates, panel activity rates, current redemption patterns and the time value of money. The timeframe on
the settlement of panel incentives is expected to be within three-to-five years. The discount unwinding represents the increase
during the period in the discounted amount arising from the passage of time and the effect of any change in the discount rate.
The staff gratuity provision is a statutory obligation under UAE labour law, whereby each employee on termination of their contract
is due a payment dependent upon their number of years’ service and the nature of their termination. The liability of £0.9m at
31 July 2023 (2022: £1.0m) represents the liability that the Group is obliged to pay as at the reporting date weighted against
historical rates of resignation and redundancy. There is no fixed timeframe on the settlement of staff gratuity.
Significant estimate in recognising panel incentive provision
The principal assumption in the calculation of the panel incentive provision is the rate of redemption, which is based on historic
data for each geography over a three-year period. A 5% increase or 5% decrease in the redemption rate for each geography would
result in a movement of £1.9m up and down, respectively, in the Group’s panel incentive provision for the year ended 31 July 2023.
Overall weighted average redemption rate for the Group has moved by, approximately, 1% point over the past three years and,
therefore, 5% is considered an appropriate benchmark for sensitivity analysis, being considered as the maximum possible realistic
movement.
The panel incentive provision of the Company represents the Directors’ best estimate of the future liability in relation to the value
of panel incentives that have accrued in the panellists’ virtual accounts up to 31 July 2023. The provision of £5.7m represents 49%
of the maximum potential liability of £11.6m (2022: £5.9m representing 56% of the maximum potential liability of £10.5m). The
factors considered in estimating the appropriate percentage of the total potential liability to be provided against at each reporting
date include: panel churn rates, panel activity rates and current redemption patterns.
Deferred tax assets – Group
Balance at 1 August 2021
Recognised in the income statement
Recognised in equity
Reclassification
Foreign exchange differences
Balance at 31 July 2022
Recognised in the income statement
Recognised in equity
Foreign exchange differences
Balance at 31 July 2023 - Gross
Deferred tax net off
Balance at 31 July 2023 - Net
Deferred tax assets – Company
Balance at 1 August 2021
Recognised in the income statement
Recognised in equity
Balance at 31 July 2022
Recognised in the income statement
Recognised in equity
Balance at 31 July 2023
Property,
plant and
equipment
£m
0.8
0.3
–
–
0.1
1.2
0.4
–
–
1.6
–
1.6
Tax
losses
£m
3.8
(0.6)
–
–
0.1
Share-based
payments
£m
3.0
0.4
0.1
–
–
Other timing
differences
£m
3.5
(1.0)
–
0.6
0.2
3.3
(0.7)
–
(0.1)
2.5
–
2.5
3.5
1.8
(0.3)
–
5.0
–
5.0
3.3
–
–
–
3.3
(1.3)
2.0
Share-based
payments
£m
2.6
0.1
(0.3)
Other timing
differences
£m
1.2
(1.1)
–
2.4
0.7
(0.3)
2.8
0.1
(0.1)
–
–
2023
£m
0.5
0.4
0.1
0.4
1.1
2.5
Total
£m
11.1
(0.9)
0.1
0.6
0.4
11.3
1.5
(0.3)
(0.1)
12.4
(1.3)
11.1
Total
£m
3.8
(1.0)
(0.3)
2.5
0.6
(0.3)
2.8
2022
£m
1.0
0.4
0.1
1.0
0.8
3.3
The deferred tax assets in respect of income tax losses are broken down by jurisdiction as follows:
Company
UK
Nordic
Germany
Asia Pacific
Other
Utilisation of tax losses is dependent upon future profits being generated and deferred tax assets have been recognised only to
the extent where management budgets and forecasts show sufficient profits being generated to discharge these. Taxable losses
of £7.2m (2022: £7.5m) were incurred in Asia Pacific. There is significant uncertainty around the recoverability of the deferred
tax assets in this jurisdiction. Therefore, deferred tax assets on tax losses in Asia Pacific of £1.2m (2022: £1.2m) have not been
recognised. Additionally, there are £3.9m (2022: £3.6m) of brought forward tax losses for Rezonence Limited, on which a deferred
tax asset of £1.0m (2022: £0.9m) has not been recognised. Based on management forecasts and after carrying out sensitivity
analysis, the remainder of the deferred tax assets are considered recoverable.
182
183
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
20 Deferred tax assets and liabilities continued
Deferred tax liabilities – Group
Balance at 1 August 2021
Recognised in the income statement
Acquired on business combination1
Reclassification
Balance at 31 July 20221
Recognised in the income statement
Recognised in equity
Balance at 31 July 2023 - Gross
Deferred tax net off
Balance at 31 July 2023 - Net
Intangible
assets
£m
0.5
0.5
1.3
0.6
Other timing
differences
£m
2.7
(0.9)
(0.6)
–
2.9
(1.5)
-
1.4
(1.6)
(0.2)
1.2
(1.3)
0.2
0.1
0.3
0.4
Total
£m
3.2
(0.4)
0.7
0.6
4.1
(2.8)
0.2
1.5
(1.3)
0.2
1 Comparatives have been restated, as explained in the FY22 restatements section on page 148.
There were no deferred tax liabilities for the Company for both the current and prior year.
The net movement on the deferred income tax account is as follows:
Balance at 1 August
Recognised in the income statement
Recognised in equity
Acquired on business combination1
Foreign exchange differences recognised in other
comprehensive income
Balance at 31 July
2023
Group
£m
7.2
4.3
(0.5)
–
(0.1)
10.9
2022
Group
£m
2023
Company
£m
2022
Company
£m
7.9
0.1
0.1
(0.7)
(0.2)
7.2
2.5
0.6
(0.3)
–
–
2.8
3.8
(1.0)
(0.3)
–
–
2.5
1 Comparatives have been restated as explained in the FY22 restatements section on page 148.
21 Borrowings
The Group had an undrawn £20m Revolving Credit Facility for most of the year to help it provide additional liquidity. This facility
was cancelled in July 2023 when the Group entered into a €240m bridge facility to fund the planned acquisition of GfK CPB (See
Note 9). Remaining unamortised fees of £0.1m were expensed (See note 4).
184
22 Defined benefit pension scheme net liability
LINK Marketing Services AG participates in a defined benefit pension scheme (the “Scheme”), which provides its members with
defined benefits related to salary and service. The Scheme’s assets are held in a separate trustee-administered pension fund.
The Scheme is open to new members.
Under the new requirements of Swiss law, the Scheme is re-valued annually by a qualified actuary to determine the closing
position. The Scheme was re-valued at 2023 year-end by taking account of experience over the year, changes in market
conditions and differences in the financial and demographic assumptions. The present value of the defined benefit liability, the
related current service cost, and any past service costs were measured using the Projected Unit Credit Method.
The principal assumptions used by the independent qualified actuary to calculate the liabilities are set out below:
Price inflation rate
Salary increase rate
Pension increase rate
Social security increase rate
Discount rate for Scheme liabilities
The mortality assumptions are set out below:
Life expectancy for males currently aged 65
Life expectancy for females currently aged 65
31 July
2023
1.25%
1.75%
0.00%
1.50%
1.80%
31 July
2023
21.86
23.61
31 July
2022
1.00%
1.50%
0.00%
1.25%
1.60%
31 July
2022
21.80
23.54
The assumptions for year ended 31 July 2023 are based on Swiss BVG 2020 data improvements in line with the 2018 CMI
generational projections and a long-term rate of improvement of 1.25% a year.
The amounts recognised in the Consolidated Statement of Financial Position and the movements in the net defined benefit
liability over the year are as follows:
Fair value of
Scheme’s
assets
£m
Present
value of
liability
£m
Net
amount
£m
At 31 July 2022
Current service cost
Interest income
Interest cost
Total amount recognised in Consolidated Income Statement
Return on plan assets, excluding amounts included in interest expense/(income)
Actuarial (gains)/losses – experience
Actuarial (gains)/losses – financial assumptions
Total amount recognised in Consolidated Statement of Comprehensive Income
Employer contributions
Plan participants’ contributions
Benefits paid
Exchange differences
Total other movements
At 31 July 2023
9.8
–
0.1
–
0.1
0.2
–
–
0.2
0.4
0.4
(0.4)
0.4
0.8
10.9
(11.8)
(0.5)
–
(0.2)
(0.7)
–
0.1
0.1
0.2
–
(0.4)
0.4
(0.5)
(0.5)
(12.8)
(2.0)
(0.5)
0.1
(0.2)
(0.6)
0.2
0.1
0.1
0.4
0.4
–
–
(0.1)
0.3
(1.9)
185
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
22 Defined benefit pension scheme net liability continued
The analysis of the Scheme’s assets at the balance sheet date was as follows:
Equity instruments
Bonds
Property
Cash and cash equivalents
Other
Value at
31–Jul–23
3.7
3.5
2.8
0.1
0.8
%
34%
32%
26%
1%
7%
Value at
31–Jul–22
3.3
3.1
2.5
0.1
0.7
%
34%
32%
26%
1%
7%
Valuation
method1
Level 1
Level 2
Level 2
Level 1
Level 1
1 Refer to Note 23 for the definition of different levels of valuation.
The actuarial valuation report, carried out in accordance with IAS 19, outlines that the critical assumption in the valuation of the
defined benefit liability relates to the discount rate. An increase and decrease of 0.25% in the discount rate applied would result in
a defined benefit liability movement of 2.6% down and 2.6% up, respectively.
23 Risk management objectives and policies
The Group is exposed to foreign currency, capital, liquidity and interest rate risk, which result from both its operating and investing
activities. The Group’s risk management is coordinated in close cooperation with the Board of Directors and focuses on actively
securing the Group’s short- to medium-term cash flows by minimising the exposure to financial markets. The most significant
financial risks to which the Group is exposed are described below. Also refer to the accounting policies.
Foreign currency risk
The Group is exposed to translation and transaction foreign exchange risk. The currencies where the Group is most exposed to
volatility are the US Dollar, Euro, UAE Dirham and Swiss Franc. Currently, the Group aims to align assets and liabilities in a particular
market. The Group will continue to review its currency risk position as the overall business profile changes.
The presentational and transactional currency of the Group is considered to be UK Sterling.
Foreign currency denominated financial assets and liabilities, translated into UK Sterling at the closing rate, are as follows:
Group
Financial assets
Financial liabilities
Short-term exposure
Financial assets
Financial liabilities
Long-term exposure
US
Dollar
35.3
(9.9)
25.4
–
(3.5)
(3.5)
2023
£m
UAE
Dirham
1.5
(0.7)
0.8
–
–
–
Euro
17.7
(3.5)
14.2
–
–
–
Swiss
Franc
Other
currencies
US
Dollar
5.0
(3.5)
1.5
–
(2.7)
(2.7)
11.8
(9.8)
2.0
–
(0.1)
(0.1)
31.1
(12.9)
18.2
–
–
–
2022
£m
UAE
Dirham
1.5
(1.0)
0.5
–
–
–
Euro
12.9
(3.8)
9.1
–
(0.1)
(0.1)
Swiss
Franc
Other
currencies
5.0
(6.1)
(1.1)
–
(2.9)
(2.9)
18.0
(10.1)
7.9
–
(2.2)
(2.2)
The effect of UK Sterling strengthening by 10% against our subsidiaries’ functional currencies (US Dollar, Euro, UAE Dirham, Swiss
Franc and other currencies) would have had the following impact upon translation:
2023
£m
UAE
Dirham
Swiss
Franc
Other
currencies
(0.1)
(0.9)
–
(0.3)
(0.5)
0.2
US
Dollar
(4.1)
(1.3)
Euro
(0.9)
(2.6)
US
Dollar
(3.0)
(4.8)
Euro
(0.6)
(2.4)
2022
(restated)1
£m
UAE
Dirham
Swiss
Franc
Other
currencies
0.1
(1.8)
–
(0.7)
–
1.0
Net result for the year
Equity
1 Management have modelled the FX impact in more detail and, therefore, have restated the comparative on the same basis as FY23
If UK Sterling had weakened by 10% against the US Dollar, Euro, UAE Dirham, Swiss Franc and other currencies, the inverse of the
impact above would apply.
Liquidity risk
The Group seeks to manage financial risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash
assets safely and profitably.
The Group had one borrowing arrangement in place during FY22, which was repaid before 31 July 2022. To provide additional
liquidity, the Group had access to £20m from a revolving credit facility throughout the year until this was cancelled in July 2023
when the Group entered ito a new bridge facility to fund the planned acquisition of GfK CPB (see Note 21). The Group prepares
cash flow forecasts, which are reviewed at Board meetings to ensure liquidity.
As at 31 July 2023, the Group’s liabilities have undiscounted contractual maturities, which are summarised below:
2023
2022
Current
Non-current
Current
Non-current
Within
6 months
£m
6 to
12 months
£m
1–5 years
£m
Later than
5 years
£m
Within
6 months
£m
6 to 12
months £m
£m
1–5 years
£m
Later than
5 years
£m
14.8
1.6
–
0.3
1.6
4.4
–
7.2
–
–
1.4
–
17.9
2.0
3.3
3.6
1.4
6.4
–
7.4
5.3
–
2.8
–
Group
Trade and other
payables
Lease liabilities
Contingent
consideration
The Group has sufficient financial risk management policies in place to ensure that all trade payables are settled within the
respective credit period.
The Group has no significant concentration of risk, as it has sufficient liquid funds, such as cash and cash equivalents, to ensure it
is in position to meet any financial needs.
Capital risk management
The Group manages its capital to ensure that all entities within the Group are able to continue as a going concern. The Board has
taken the decision at this stage to minimise external debt, while trying to maximise earnings from the cash currently held. Capital
consists of the following items:
Cash and cash equivalents
Equity attributable to shareholders of the parent company
31 July 2023
Group
£m
31 July 2022
Group
£m
107.2
(196.4)
(89.2)
37.4
(122.8)
(85.4)
The Group has no externally imposed capital requirements and, as such, has no significant concentration of capital risk.
Interest rate risk
The Group manages its interest rate risk by negotiating fixed interest rates on deposits for periods of up to three months.
The average cash and cash equivalents balance over the course of the year was £72.3m (2022: £36.5m) for the Group.
FY23 has a higher average balance due to the £49.8m cash (net of costs) from the equity placing in July (Note 9).
Management does not believe that the Group is subject to material interest rate risk.
Credit risk
Credit risk is, primarily, attributable to the Group’s trade receivables and their settlement by customers. Further details about the
Group’s exposure is provided in Note 15.
The Group has no significant concentration of credit risk, as exposure is spread over a large number of counterparties and
customers. However, the Group’s credit control department monitors any overdue outstanding balances. Where considered
appropriate, an allowance is made for doubtful trade receivables. Reconciliation of expected credit loss is also provided in Note 15.
The credit risk on liquid funds, such as cash and cash equivalents, is considered to be low, as such assets are held within reputable
financial institutions with strong credit ratings. The maximum exposure is £107.2m (2022: £37.4m) for the Group as at 31 July 2023.
186
187
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
23 Risk management objectives and policies continued
Fair values of financial assets and financial liabilities
Where market values are not available, fair values of financial assets and financial liabilities have been calculated by discounting
expected future cash flows at prevailing interest rates and by applying year-end foreign exchange rates.
Primary financial instruments held or issued to finance the Group’s operations are as follows:
Group
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Lease liabilities
Contingent consideration
31 July 2023
31 July 2022
Book value
£m
Fair value
£m
Book value
£m
Fair value
£m
47.1
107.2
(36.7)
(11.1)
(4.4)
47.1
107.2
(36.7)
(11.1)
(4.4)
47.7
37.4
(43.1)
(12.2)
(8.5)
47.7
37.4
(43.1)
(12.2)
(8.5)
Fair value estimation
Financial instruments are carried at fair value, by valuation method. The different levels have been defined as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is,
as prices) or indirectly (that is, derived from prices)
Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)
The Group does not hold any financial instruments valued at Level 1 or Level 2.
The Group’s contingent consideration is valued under the Level 3 method. Details about the movements in the year and sensitivity
analysis are fully disclosed in Note 18. The Group has contingent consideration of £4.4m (2022: £8.5m).
The Group has defined benefit pension scheme assets of £10.9m (2022: £9.8m). Details about their movements in the year and
valuation methods are fully disclosed in Note 22.
24 Share capital and share premium
The Company only has one class of share. Par value of each Ordinary Share is 0.2p (2022: 0.2p). All issued shares are authorised
and fully paid.
At 31 July 2021 and 1 August 2021
Issue of shares
At 31 July 2022
Issue of shares
Less: Transaction costs arising on share issues
At 31 July 2023
Number
of shares
111,315,108
141,655
111,456,763
5,617,631
–
117,074,394
Share
capital
£m
0.2
–
0.2
–
–
0.2
Share
premium
£m
31.5
–
31.5
51.3
(1.7)
81.1
Total
£m
31.7
–
31.7
51.3
(1.7)
81.3
During the year, 44,631 shares were issued on the exercise of share options and 5,744 in payment of Non-Executive Directors’ fees
and 5,567,256 on equity placing. For the year ended 31 July 2023, these issues of shares resulted in a closing share capital balance
of £234,000 (2022: 223,000). 1,050,000 shares (2022: 950,000) were repurchased for the purposes of settling share option
schemes as they vest.
The EBT purchases the Company ordinary shares from the open market to satisfy future obligations of YouGov’s employee share
schemes. As at 31 July 2023, the number of shares held principally by the Company in the EBT was 2,045,000
(31 July 2022: 1,027,000).
25 Share-based payments
The charge in relation to the share-based payments in the year ended 31 July 2023 was £7.6m (2022: £2.9m) for the Group
and £1.8m (2022: £0.7m) for the Company. Details of the number of share options and the weighted average exercise price
outstanding during the year are as follows:
Long-Term Incentive Plan 2009
During the year ended 31 July 2023, the Long-Term Incentive Plan 2009 (“LTIP 2009”) for Executive Directors, Senior Executives
and senior managers continued to operate, but no new awards were made under the LTIP 2009 as it has been replaced in the
previous years by two incentive plans summarised below. The charge in relation to the LTIP 2009 in the year ended 31 July 2023
was £nil (2022: £nil) for both the Group and Company
Outstanding at the beginning of the year
Exercised during the year
Outstanding at exercisable at the end of the year
2023
Group
Number
47,614
(14,746)
32,868
2022
Group
Number
210,022
(162,408)
47,614
2023
Company
Number
19,566
(14,746)
4,820
2022
Company
Number
34,892
(15,326)
19,566
The weighted average share price at the date LTIP 2009 options were exercised was £9.70 for the Group and £9.70 for the
Company. All of the above are nil cost options.
During the year ended 31 July 2015, two new incentive plans were introduced: a new Long Term Incentive Plan (“LTIP 2014”) for the
Group’s Directors and senior managers and a new Deferred Share Bonus Plan (“DSBP 2014”) for those managers not participating
in the new LTIP.
Long-Term Incentive Plan 2014
Awards under the LTIP 2014 were made in the form of nil cost options. These awards were granted in three equal tranches in
October 2015, 2016 and 2017 with an additional award of 396,039 options in April 2018. Receipt of an award in each of those
years was dependent upon the achievement of specific and demanding personal targets set for that individual in the year ended
31 July 2019. Vesting of awards depended on the Company achieving stretching targets relating to compound growth in adjusted
earnings per share (“EPS”) over the five years ending 31 July 2020 and on improvement in its operating margins. Part of the Chief
Executive Officer’s award was also subject to a Total Shareholder Return (“TSR”) condition; this part of the award would have
vested only if the EPS performance condition was met in full and the Company’s TSR had grown by 200%.
All of the above performance conditions were achieved and all of the share option awards vested in November 2019.
The maximum number of options that could be granted under this scheme was 6,924,000 for the Group and 4,271,000 for
the Company. The charge in relation to the LTIP 2014 in the year ended 31 July 2023 was £nil (2022: £nil) for the Group and £nil
(2022: £nil) for the Company.
Outstanding at the beginning of the year
Exercised during the year
Outstanding and exercisable at the end of the year
2023
Group
Number
655,798
(32,483)
623,315
2022
Group
Number
1,044,743
(388,945)
655,798
2023
Company
Number
465,879
(32,483)
433,396
2022
Company
Number
782,870
(316,991)
465,879
The weighted average share price at the date LTIP 2014 options were exercised was £9.90 for the Group and £9.90 for the
Company. All of the above are nil cost options.
188
189
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
25 Share-based payments continued
Deferred Share Bonus Plan 2014
The DSBP 2014 delivered a portion of managers’ (enhanced) annual bonus in shares, which must be retained for a period of two
years and are subject to continued employment. The above performance condition was achieved, and all of the share option
awards vested by November 2021.
Outstanding at the beginning of the year
Exercised during the year
Forfeited during the year
Outstanding and exercisable at the end of the year
2023
Group
Number
104,640
(31,114)
(16,218)
57,308
2022
Group
Number
195,761
(89,657)
(1,464)
104,640
2023
Company
Number
59,306
(19,832)
(1,400)
38,074
2022
Company
Number
100,956
(40,186)
(1,464)
59,306
The weighted average share price at the date DSBP 2014 options exercised was £9.85 for the Group and £9.93 for the Company.
All of the above are nil cost options.
Long-Term Incentive Plan 2019
During the year ended 31 July 2020, the Company introduced the Long-Term Incentive Plan 2019 (“LTIP 2019”) replacing both the
Long-Term Incentive Plan 2014 and Deferred Share Bonus Plan 2014.
Awards under the LTIP 2019 were made in the form of nil cost options. The maximum total number of shares to be awarded to
each participant was set based on their salary in the year ended 31 July 2019 and the share price at the start of the plan. These
awards, to be received in three equal tranches in October 2020, 2021 and 2022, were dependent upon the achievement of
specific and demanding personal targets set for that individual in the previous financial year. Vesting of awards is dependent on
the Company achieving stretching targets relating to compound growth in adjusted EPS over the four years ended 31 July 2023
and operating margin targets being met.
On 21 November 2019, 1,051,771 options (Company: 294,606) were granted in respect of Tranche 1, with an additional grant of
108,045 (Company: 735) on 31 July 2020. On 30 October 2020, 1,115,474 options (Company: 251,717) were granted in respect of
Tranche 2. On 31 July 2022, 1,114,837 options (Company: 270,734) were granted in respect of Tranche 3. There was no grant in the
year ended 31 July 2023. The charge in relation to the LTIP 2019 in the year ended 31 July 2023 was £7.6m (2022: £2.8m) for the
Group and £1.8m (2022: £0.7m) for the Company.
Outstanding at the beginning of the year
Granted during the year
Forfeited during the year
Outstanding at the end of the year
Exercisable at the end of the year
2023
Group
Number
3,141,415
–
(79,656)
3,061,759
–
2022
Group
Number
2,183,326
1,177,970
(219,882)
3,141,415
–
2023
Company
Number
757,803
–
(18,496)
739,307
–
The fair value of the options granted in the year was determined using the Black-Scholes model. The fair values and the
assumptions used in calculating the fair values of the options are as follows:
Share price
Exercise price
Expected life
Dividend yield
Risk-free interest rate
Fair value
2022
Tranche 3
2021
Tranche 2
£10.95
£0.00
1.2 years
0.44%
0.75%
£10.89
£9.70
£0.00
3.0 years
0.625%
0.55%
£9.52
2020
Tranche 1
£5.69
£0.00
4.0 years
0.50%
0.55%
£5.58
The aggregate profit and loss charge for share-based payments is disclosed in Note 2.
190
2022
Company
Number
514,927
274,036
(31,160)
757,803
–
2020
Tranche 1
additional
award
£8.00
£0.00
3.2 years
0.625%
0.55%
£7.84
26 Capital commitments
At 31 July 2023, the Group and Company had no capital commitments (2022: £nil).
27 Major non-cash transactions
During the year, the Group entered into barter transactions with parties in the Middle East with a total value of £0.6m
(2022: £0.6m) to exchange the provision of market research for advertising on television, on websites and in magazines.
The Company had no major non-cash transactions in the year or the prior year.
28 Transactions with Directors and other related parties
Other than emoluments, there have been no transactions with Directors and key management personnel during the year
(2022: £nil).
Trading between YouGov plc and Group companies is excluded from the related party note as this has been eliminated on
consolidation.
29 Events after the reporting year
On 2 October 2023, YouGov agreed a term and revolving credit facility (the “Facility”) of up to €280m. The facility is comprised of
a €240m amortising term loan with a tenor of four years and a €40m Revolving Credit Facility (“RCF”) with a tenor of three years
(with an option to extend). This Facility replaces the Group’s existing £20m RCF and the €240m acquisition bridge debt facility
(Note 21), both of which were undrawn and have been cancelled. The facility will be used to finance the acquisition of GfK CPB
(Note 9) and for general corporate purposes that support the Group’s long-term growth strategy.
There have been no other events subsequent to 31 July 2023 that would require an adjustment to, or disclosure in, these financial
statements.
30 Registered addresses
YouGov plc
Crunch Cloud Analytics Limited
InConversation Media Limited
Margaux Matrix Limited
Portent.io Limited
Rezonence Limited
SMG Insight Limited
YouGov Finance Limited
YouGov Services Limited
YouGov UK Limited
Consilium Limited
Crunch Cloud Analytics LLC
Portent Technologies Inc
YouGov America Inc
LINK Marketing Services AG
MMH 2014 Limited
PT YouGov Consulting Indonesia
Wizsight Arastima ve Danismanlik Hizmetleri
Anonim Sirketi
YG Research India Private Limited
YouGov Brasil LTDA
YouGov Data & Analytics GmbH
YouGov Deutschland GmbH
YouGov Finland OY
YouGov France SASU
50 Featherstone Street, London EC1Y 8RT, United Kingdom
9/F, Skyway Centre, 23 Queen’s Road West, Sheung Wan, Hong Kong
Suite 101, 999 Main Street, Redwood City, California, USA
Spannortstrasse 7/9, 6003, Luzern, Switzerland
4th Floor 115 George Street, Edinburgh EH2 4JN, Scotland
Setiabudi 2 Building, 6th Floor, Suite 605ABC, Jalan HR Rasuna Said Kav. 62, Jakarta,
12920, Republic of Indonesia
Esentepe Mahallesi, Yüzbaşı Kaya Aldoğan Sokak, Pardus Plaza, No:4/1, Office No:
102, Şişli, İstanbul, Türkiye
CTS No.928C/B, Building No.3 & 4, AK Estate Building, S V Road, Pahadi Goregaon
Mumbai, Maharashtra, 400062, India
Rua Manoel da Nobrega, nº 1280, 10th floor, in the city of São Paulo, State of São
Paulo, 04001-902, Brazil
Theodor-Heuss-Allee 112, 60486 Frankfurt am Main, Germany
Design Offices, Tunisstraße 19-23, 50667 Cologne, Germany
c/o KPMG Oy Ab, Toolonlahdenkatu 3 A, Helsinki, 00100, Finland
29 Rue du Louvre, 75002, Paris, France
191
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Notes to the Consolidated Financial Statements
for the year ended 31 July 2023 continued
Group Five-Year Financial Summary
Revenue
Operating profit
Adjusted operating profit
Adjusted operating profit margin (%)
Profit before tax
Adjusted profit before tax
Basic earnings per share (pence)¹
Adjusted basic earnings per share (pence)¹
Operating cash generation¹
Cash and cash equivalents at end of year
Dividend per share (pence)
2023
£m
258.3
44.4
48.3
19%
44.7
56.4
31.5p
40.5p
69.0
107.2
8.75p
2022
£m
221.1
30.0
36.3
16%
25.3
34.7
15.7p
23.7p
69.7
37.4
7.00p
2021
(restated)1
£m
2020
(restated)1
£m
2019
(restated)1,2
£m
169.0
19.0
25.5
15%
18.9
31.2
11.5p
21.7p
45.1
35.5
6.00p
152.4
15.2
21.8
14%
15.2
25.7
9.0p
18.1p
31.3
35.3
5.00p
136.5
20.0
18.5
14%
19.4
20.6
14.1p
15.0p
30.8
38.0
4.00p
1 The above operating cash generation figures were restated in the consolidated financial statements for the year ended 31 July 2022 for all comparative
financial years, by reclassifying deferred consideration payable to current employees as an operating cashflow.
2 Restated for the adoption of IFRS 16 Leases.
30 Registered addresses continued
Faster Horses Pty Limited
Level 38, Tower 3, International Towers Sydney, 300 Barangaroo Avenue, Sydney,
NSW 2000, Australia
YouGov Galaxy Pty Limited
YouGov Research Pty Ltd
YouGov Italia Srl
YouGov Mexico, S. de R. L. de C.V.
YouGov Mexico Shared Services, S. de R. L.
de C.V.
YouGov M.E. FZ LLC
YouGov Malaysia SDN BHD
YouGov Netherlands B.V.
YouGov Nordic and Baltic A/S
YouGov Norway AS
YouGov Poland Sp. z o.o.
YouGov Research Canada Limited
YouGov Singapore Pte Ltd
YouGov Spain S.L.U.
YouGov s.r.l.
YouGov Sweden AB
YouGov (Thailand) CO. LTD
KPMG Fides Servizi di Amministrazione S.p.A., Via Vittor Pisani 27, Milan, 20124, Italy
Av. Insurgentes centro 64 oficina B-601., Col. Juarez, Cuauhtemoc, cp 06600 CDMX
Suites 302 and 303, Cayan Business Center, Barsha Heights, Dubai, UAE
13.03, 13th Floor, Menara Tan & Tan, 207 Jalan Tun Razak, Kuala Lumpur, 50400,
Malaysia
Siriusdreef 17, Regus – Schiphol Airport Tetra, Hoofddorp, 2132WT, Netherlands
Klosterstræde 9, 2., Copenhagen K, 1157, Denmark
Tollbugata 8B, 0152, Oslo, Norway
Prosta 20, 00-850 Warsaw, Poland
333 Bay Street, Bay Adelaide Centre, Suite 4600, Toronto, Ontario, M5H
2S5, Canada
1 Finlayson Green, #15-01, 049246, Singapore
c/ Rosselló 198, 4o 2a 08008 Barcelona, Spain
Regus Rosetti International SRL, C.A. Rosetti 17, sector 2, Bucuresti 020011, Romania
Vasagatan 28, 111 20 Stockholm, Sweden
11/1 AIA Sathorn Tower, 17th Floor Unit 1702, South Sathorn Road, Yannawa, Sathorn,
Bangkok, 10120, Thailand
YouGov Turkey Veri Ve Analiz Limited Şirketi Estentepe Mahallesi Buyukdere Cad. Levent 199, Apt. No: 199/6, Sisli, Türkiye
25F, The Headquarters, No.168 Xizang Middle Road, Shanghai 200001, China
YouGov URC (Shanghai) Market Research
Co. Ltd.
31 Audit exemption under the Companies Act 2006
The Directors consider that subsidiaries of the Group are entitled to exemption from the requirement to have an audit under the
provision of Section 479A of the Companies Act 2006 (the “Act”) and the members have not required the Company to obtain an
audit for the financial year in question, in accordance with Section 476 of the Act.
YouGov plc has guaranteed the liabilities of the following subsidiaries in order that they qualify for the exemption from audit under
Section 479A of the Companies Act 2006 in respect of the year ended 31 July 2023:
• Crunch Cloud Analytics Limited
•
InConversation Media Limited
• Margaux Matrix Limited
• Portent.io Limited
• Rezonence Limited
• SMG Insight Limited
• YouGov Finance Limited
• YouGov Services Limited
• YouGov UK Limited
The Directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to
accounting records and the preparation of financial statements.
The following subsidiaries of the Group, YouGov M.E. FZ LLC Saudi Branch and YouGov M.E. FZ LLC Erbil Branch, which are in
dissolution as at year-end, are exempt from preparing individual accounts in respect of the year ended 31 July 2023 by virtue of
Section 394A of the Companies Act 2006.
192
193
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023FINANCIAL STATEMENTS
Additional
Information
A D D I T I O N A L I N F O R M A T I O N
C O N T E N T S
Additional Information
Guide to Compliance Disclosures
SASB Alignment Index
Advisors
Notice of Annual General Meeting
196
199
200
201
194
YouGov plc Annual Report & Accounts 2023
YouGov plc Annual Report & Accounts 2023
195
ADDITIONAL INFORMATION Guide to Compliance Disclosures
QCA Code Compliance
YouGov plc has adopted the QCA Code 2018 (the “Code”).
How to find our key disclosures:
Content required to be disclosed under the QCA Code can be found in the following locations in this report:
The Board of Directors has applied the Code and remained compliant throughout the year ended 31 July 2022. Disclosures
required by the QCA Code 2018 are either included in this Annual Report & Accounts or on our corporate website
(corporate.yougov.com).
Download our key governance and compliance documents at corporate.yougov.com
Board and Committee:
• Terms of Reference
• Matters Reserved
Corporate Reporting:
• Annual Reports
• Modern Slavery Act Statement
• UK Pay Gap Reports
Compliance:
• Global Code of Conduct & Ethics
• Supplier Code of Conduct
• Summary of Group Whistleblowing Policy
• Summary of Group Anti-Bribery Policy
Governance:
• ESG Roadmap
• D&I Roadmap
• Diversity, Equity and Inclusion Policy
• Environmental Policy
• Freedom of Association Policy
Company:
• Articles of Association
• AIM Admission Document
• Corporate Factsheet
Security Credentials/Certificates:
• Cyber Essentials Plus
•
ISO 27001
QCA Code Section: Deliver Growth
Business model and strategy
Risk management
QCA Code Section: Maintain a dynamic management framework
Independence of Directors
Time commitment for Directors
Board and Committee meetings
Skills and experience of the Directors
Ongoing skills upkeep for Directors
Use of external advisors and their roles
Describe any internal advisory responsibilities
Board performance review
Corporate culture consistent with strategy
QCA Code Section: Build Trust
Board Committee activities
Nomination Committee Report
Audit & Risk Committee Report
Remuneration Committee Report
Explanation for any omission
Pages 24 to 35
Pages 68 to 73
Page 84
Page 84
Page 84
Page 86
Page 84
Page 86
Page 99
Pages 88 to 89
Page 77
Pages 87 to 88
Pages 92 to 94
Pages 96 to 101
Pages 104 to 125
Not applicable
Consumer Privacy and Advertising Fairness
As at 31 July 2023, there were no monetary losses as a result of legal proceedings associated with consumer privacy or false,
deceptive, or unfair advertising during the reporting year.
Advertising Targeted to Custom Audiences
All paid B2B online marketing of YouGov’s products and services is targeted to custom audiences based on behavioural data,
specifically via search query, user attributes (e.g. location, industry, demographics, etc.) and/or content consumed.
196
197
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023ADDITIONAL INFORMATION Guide to Compliance Disclosures
continued
Sustainability Accounting Standards Board
(“SASB”) Alignment Index
Task Force on Climate-Related Financial Disclosures (TCFD) and Streamlined Energy
and Carbon Reporting (SECR) Methodology Details
SECR Methodology
This report (including the Scope 1 and 2 consumption and CO2e emissions data) has been developed and calculated using the
GHG Protocol – A Corporate Accounting and Reporting Standard (World Business Council for Sustainable Development and World
Resources Institute, 2004); Greenhouse Gas Protocol – Scope 2 Guidance (World Resources Institute, 2015); ISO 14064-1 and
ISO 14064-2 (ISO, 2018; ISO, 2019a); Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting
Guidance (HM Government, 2019).
Government Emissions Factor Database 2023 version 1 has been used, utilising the published kWh gross calorific value (CV) and
kgCO2e emissions factors relevant for the reporting period (1 August 2022 to 31 July 2023).
Estimations were undertaken to cover missing billing periods for properties directly invoiced to YouGov. These were calculated on
a kWh/day pro-rata basis at meter level.
These full-year estimations were applied to nine electricity suppliers and two gas suppliers. All estimations equated to 13.26% of
reported consumption.
Intensity metrics have been calculated using total tCO2e figures, and the selected performance indicators agreed with YouGov for
the relevant reporting period:
Total Revenue
FTE
FY23
£258m
1,820
FY22
£221m
1,641
Carbon Balance Sheet Methodology (TCFD)
In 2022, we initiated a data collection process to calculate our full carbon footprint, including Scope 1, 2 and 3 emissions for our
base year (FY22) and the current financial year (FY23). We have followed the Greenhouse Gas Protocol Corporate Value Chain
(Scope 3) Accounting and Reporting Standards and the guidelines of ISO14064-1. Since we lease shared office space in many
countries, we have split our office portfolio according to the consolidation, operational control approach. Therefore, offices where
we are responsible for choosing the energy supplier and where we receive energy invoices have been included in our Scope 1
emissions. Offices where energy is included in the services charge, where we have no control over the choice of supplier and
where we do not receive invoices, have been included in Scope 3 category 8 (Upstream Leased Assets).
The Group’s total location-based GHG emissions (Scopes 1, 2 and 3) were 6,164 tCO2e for FY23, with Scopes 1 and 2 representing
2.4% and Scope 3 97.6%. Between FY22 and FY23, we saw a 2.6% increase in our emissions, mainly driven by an increase in
business travel following the lifting of COVID-19-related travel restrictions.
To enhance transparency for our most relevant disclosures,
YouGov has aligned our 2023 reporting with SASB.
Below is an index of the topics determined by SASB to be material to our industry (Advertising & Marketing) with the
corresponding disclosure page number:
Topic and Accounting Metrics
SASB Code
YouGov Disclosure
Data Privacy
Discussion of policies and practices
relating to behavioural advertising and
consumer privacy
SV-AD-220a.1
2023 Annual Report & Accounts:
ESG Report: Data privacy and
security disclosures
Advertising
Integrity
Percentage of online advertising
impressions that are targeted to
custom audiences
Total amount of monetary losses as a
result of legal proceedings associated
with consumer privacy
Total amount of monetary losses as a
result of legal proceedings associated
with false, deceptive, or unfair
advertising
Percentage of campaigns reviewed for
adherence with the Advertising Self-
Regulatory Council (ASRC) procedures,
percentage of those in compliance
SV-AD-220a.2
SV-AD-220a.3
SV-AD-270a.1
2023 Annual Report & Accounts:
Additional Information: Advertising
Targeted to Custom Audiences
2023 Annual Report & Accounts:
Additional Information: Consumer
Privacy and Advertising Fairness
2023 Annual Report & Accounts:
Additional Information: Consumer
Privacy and Advertising Fairness
SV-AD-270a.2
Not applicable; YouGov campaigns
are not reviewed by the Advertising
Self-Regulatory Council
Percentage of campaigns that
promote alcohol or tobacco products
SV-AD-270a.3
Not applicable; YouGov does not
run campaigns on behalf of clients
Workforce
Diversity &
Inclusion
Percentage of gender and racial/
ethnic group representation for (1)
management, (2) professionals, and (3)
all other employees
SV-AD-330a.1
2023 Annual Report & Accounts:
ESG Report: Workforce diversity
disclosures
Activity
Metrics
Median reach of advertisements and
marketing campaigns
SV-AD-000.A
Not available, YouGov’s ad
platforms are not able to
retrospectively show total target
audience for all paid campaigns in
FY23, in a reliable manner.
Page
66
197
197
197
N/A
N/A
64
N/A
Number of exposures to
advertisements or marketing
campaigns
SV-AD-000.B
25.5 million impressions/reach1
N/A
Median frequency of exposures
SV-AD-000.C
2.6 impressions per ad2
Number of employees
SV-AD-000.D
2023 Annual Report & Accounts:
ESG Report: Workforce diversity
disclosures
N/A
64
1 Total impressions for Google Ads, LinkedIn Ads, and Meta Ads (which account for at least 95% of activity), for the year-end 31 July 2023. The terms
‘impression’ and ‘reach’ are used interchangeably across YouGov’s ad platforms. For the purposes of this disclosure, both are included in this figure.
2 Average frequency for LinkedIn Ads, which represents the majority of paid ad spend in FY23. Paid ad spend for Google Ads is not available due to lack of
data for campaigns at account level.
198
199
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023ADDITIONAL INFORMATION Advisors
Nominated Advisor
Numis Securities
The London Stock Exchange Building
10 Paternoster Square
London EC4M 7LT
numis.com
Registrar
Neville Registrars Limited
Neville House
Steelpark House
Halesown B62 8HD
nevilleregistrars.co.uk
Joint Corporate Broker
Numis Securities
The London Stock Exchange Building
10 Paternoster Square
London EC4M 7LT
numis.com
Joint Corporate Broker
Berenberg
60 Threadneedle Street
London
EC2R 8HP
berenberg.de
Auditor
PricewaterhouseCoopers LLP
1 Embankment Place
London
WC2N 6RH
pwc.co.uk
Joint Bankers
Citi
33 Canada Square
Canary Wharf
London E14 5LB
citigroup.com
Joint Bankers
HSBC
8 Canada Square
Canary Wharf
London E14 5HQ
hsbc.com
Financial Public Relations
FTI Consulting
200 Aldersgate
Aldersgate Street
London EC1A 4HD
fticonsulting.com
Remuneration Consultants
Korn Ferry
Ryder Court, 14 Ryder Street
London
SW1Y 6QB
kornferry.com
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting (“AGM”) of YouGov plc will be held at 50 Featherstone Street, London
EC1Y 8RT on Thursday 7 December 2023 at 8.30 am to consider and, if thought fit, pass the resolutions below.
All resolutions will be proposed as Ordinary Resolutions, with the exception of Resolutions 20, 21 and 22 which will be proposed as
Special Resolutions.
Ordinary Resolutions
Resolution 1 – Annual Report & Accounts
To receive the Company’s Annual Report & Accounts for the financial year ended 31 July 2023.
Resolution 2 – Approval of Directors’ Remuneration Report
To approve the Directors’ Remuneration Report (other than the part containing the Directors’ Remuneration Policy) set out in
pages 104 to 125 of the Company’s Annual Report & Accounts for the financial year ended 31 July 2023.
Resolution 3 – Approval of Directors’ Remuneration Policy
To approve the Directors’ Remuneration Policy set out in pages 109 to 116 of the Company’s Annual Report & Accounts for the
financial year ended 31 July 2023.
Resolution 4 – Appointment of auditors
To appoint Grant Thornton UK LLP as the Company’s auditor to hold office from the conclusion of this meeting until the
conclusion of the next Annual General Meeting at which accounts are laid before the Company.
Resolution 5 – Remuneration of auditors
To authorise the Directors to fix the remuneration of the auditors.
Resolution 6 – Election of Shalini Govil-Pai as Director
To elect Shalini Govil-Pai as a Director.
Resolution 7 – Election of Steve Hatch as Director
To elect Steve Hatch as a Director.
Resolution 8 – Election of Devesh Mishra as Director
To elect Devesh Mishra as a Director.
Resolution 9 – Re-election of Sundip Chahal as Director
To re-elect Sundip Chahal as a Director.
Resolution 10 – Re-election of Rosemary Leith as Director
To re-elect Rosemary Leith as a Director.
Resolution 11 – Re-election of Ashley Martin as Director
To re-elect Ashley Martin as a Director.
Resolution 12 – Re-election of Alexander McIntosh as Director
To re-elect Alexander McIntosh as a Director.
Resolution 13 – Re-election of Andrea Newman as Director
To re-elect Andrea Newman as a Director.
Resolution 14 – Re-election of Nicholas Prettejohn as Director
To re-elect Nicholas Prettejohn as a Director.
Resolution 15 – Re-election of Stephan Shakespeare as Director
To re-elect Stephan Shakespeare as a Director.
Resolution 16 – Dividend
200
201
To declare a final dividend of 8.75p per Ordinary Share to be paid on Monday 11 December 2023 to those shareholders on the
register of members as at Friday 1 December 2023.
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023ADDITIONAL INFORMATION Notice of Annual General Meeting
continued
Resolution 17 – Change to the limit of the aggregate Directors’ fees
To approve the increase to the limit on the aggregate of all fees payable to the Directors, as set out in article 84 of the Company’s
Articles of Association, from £500,000 a year to £800,000 a year with effect from the end of the AGM.
Resolution 18 – Approval of Long-Term Incentive Plan 2023
To (a) approve the rules of the YouGov Plc Long Term Incentive Plan 2023 (the “LTIP”), the principal terms of which are summarised
in Appendix I to this Notice of AGM, and to authorise the Directors to adopt the LTIP and do all acts and things which they may, in
their absolute discretion, consider necessary or expedient to give effect to the LTIP, and (b) authorise the Directors to adopt further
schemes based on the LTIP but modified to take account of local tax, exchange control or securities laws in overseas territories,
provided that any shares made available under such further schemes are treated as counting against any limits on individual or
overall participation in the LTIP.
Resolution 19 – Directors’ authority to allot shares
To generally and unconditionally authorise the Directors (in substitution for all subsisting authorities to the extent unused, other
than in respect of any allotments made pursuant to offers or agreements made prior to the passing of this resolution) for the
purposes of section 551 of the Companies Act 2006 to exercise all the powers of the Company to allot shares in the Company
(“Shares”) and grant rights to subscribe for, or to convert any security into, Shares (“Subscription or Conversion Rights”) up to an
aggregate nominal amount of £77,974 provided that this authority shall expire at the conclusion of the next AGM of the Company
after the passing of this resolution or on 31 December 2024, whichever is the earlier, save that the Company may, before such
expiry, make an offer or agreement which would or might require Shares to be allotted or Subscription or Conversion Rights to
be granted after such expiry and the Directors may allot Shares and grant Subscription or Conversion Rights in pursuance of any
such offer or agreement as if this authority had not so expired.
Special Resolutions
Resolution 20 – Authority for disapplication of pre-emption rights for pre-emptive issues and general purposes
That, conditional on the passing of Resolution 19 above, the Directors be and are hereby empowered in accordance with section
570 and section 573 of the Companies Act 2006 to allot equity securities (within the meaning of section 560 of that Act) for cash,
either pursuant to the authority conferred by Resolution 19 or by way of a sale of treasury shares, as if section 561(1) of that Act did
not apply to any such allotment, provided that this power shall be limited to:
a. the allotment of equity securities in connection with an offer of such securities:
i) to holders of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings of such shares; and
ii) to holders of other securities as required by the rights of those securities or as the Directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to
treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in or under the laws of any
territory or the requirements of any regulatory body or any stock exchange; and
b. the allotment of equity securities or sale of treasury shares (otherwise than pursuant to paragraph (a) above) up to an
aggregate nominal amount of £23,416; and
c. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up
to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under
paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the
Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying
Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice and this power shall
expire at the conclusion of the next AGM of the Company after the passing of this resolution or on 31 December 2024,
whichever is the earlier, save that the Company may before such expiry make offers or agreements which would or might
require equity securities to be allotted (and treasury shares to be sold) after such expiry and the Directors may allot equity
securities (and sell treasury shares) in pursuance of any such offers or agreements as if the power conferred hereby had
not expired.
Resolution 21 – Authority for disapplication of pre-emption rights for acquisitions and other capital investments
That, conditional on the passing of Resolution 19 above, the Directors be and are hereby empowered in accordance with section
570 and section 573 of the Companies Act 2006 and in addition to any authority granted under Resolution 20 to allot equity
securities (within the meaning of section 560 of that Act) for cash, either pursuant to the authority conferred by Resolution 19 or
by way of a sale of treasury shares, as if section 561(1) of that Act did not apply to any such allotment, provided that this power
shall be limited to:
a. the allotment of equity securities up to an aggregate nominal amount of £23,416, such authority to be used only for
the purposes of financing (or refinancing, if the authority is to be used within 12 months after the original transaction) a
transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind
contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption
Group prior to the date of this notice; and
b. the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up
to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under
paragraph (B) above, such authority to be used only for the purposes of making a follow-on offer which the Board of the
Company determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying
Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,
and this power shall expire at the conclusion of the next AGM of the Company after the passing of this resolution or on
31 December 2024, whichever is the earlier, save that the Company may before such expiry make offers or agreements which
would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance
of any such offers or agreements as if the power conferred hereby had not expired.
Resolution 22 – Authority for purchase of own shares for market value
That the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Act to make
one or more market purchases (as defined in section 693(4) of the Act) on the London Stock Exchange of Ordinary Shares of
0.2p each of the Company, provided that:
c. the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is 11,707,809 (representing 10% of the
Company’s issued Ordinary Share capital at the date of this notice); and
d. the minimum price (exclusive of expenses) which may be paid for each Ordinary Share is 0.2p; and
e. the maximum price (exclusive of expenses) which may be paid for each Ordinary Share will not be more than the price
permitted by the Listing Rules of the UK Listing Authority at the time of purchase (which is currently the higher of an amount
equal to 105% of the average of the middle market quotations of an Ordinary Share of the Company, as derived from the Daily
Official List of the London Stock Exchange for the five business days immediately preceding the day on which such share is
contracted to be purchased and an amount equal to the higher of:
i) the price of the last independent trade of an Ordinary Share; and
ii) the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange Trading System; and
unless previously renewed, revoked or varied, this authority shall continue for the period ending on the date of the AGM in 2024
or 31 December 2024, whichever is the earlier, provided that, if the Company has agreed before this date to purchase Ordinary
Shares where these purchases will or may be executed after the authority terminates (either wholly or in part), the Company
may complete such purchases.
By order of the Board
Tilly Heald
Company Secretary
10 October 2023
Registered Office:
50 Featherstone Street London EC1Y 8RT
Registered in England and Wales No. 3607311
202
203
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023ADDITIONAL INFORMATION Notice of Annual General Meeting
continued
Explanatory notes to the Notice of Annual General Meeting
Resolutions 1 to 19 are proposed as Ordinary Resolutions. This means that for each of those resolutions to be passed, more than
half of the votes cast must be in favour of the resolution.
Resolutions 20 to 22 are proposed as Special Resolutions. This means that for each resolution to be passed, at least three-
quarters of the votes cast must be in favour of the resolution.
This reflects best practice and means that all the votes cast, and not just those of the shareholders present, are taken into account.
The poll results will be published on the Company’s corporate website as soon as possible after the conclusion of the Meeting.
Resolution 1 explanatory notes – Annual Report & Accounts
For each financial year, the Directors must present the Annual Report & Accounts to shareholders at the AGM. The reports of the
Directors (including the Strategic Report), the report of the Company’s auditor and the financial statements are contained within
the Annual Report & Accounts.
Resolution 2 explanatory notes – Approval of Directors’ Remuneration Report
This resolution is an advisory vote to approve the Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy)
for the financial year ended 31 July 2023, which is set out on pages 104 to 125.
Resolution 3 explanatory notes – Approval of Directors’ Remuneration Policy
The Company is quoted on AIM and therefore is not required by law to seek shareholder approval for the Directors’ Remuneration
Policy (the “Policy”). However, the Remuneration Committee believes in following best practice where appropriate and therefore
is asking shareholders to formally approve the Policy, which is set out on pages 109 to 116. The Committee intends the Policy to
operate for a period of three financial years and therefore the intention would be to seek renewal of the Policy at the 2026 AGM.
Resolution 4 explanatory notes – Appointment of Auditors
The Company is required under the Act to appoint an auditor at each general meeting at which the accounts are presented, to
hold office until the conclusion of the next such meeting. Following a competitive tender process for external audit services,
as described on pages 102 to 103, the Company’s Audit & Risk Committee made a recommendation to the Board that Grant
Thornton UK LLP be appointed as auditor of the Company. As such, following completion of the audit for the financial year
ended 31 July 2023, PricewaterhouseCoopers LLP has resigned as the Company’s auditor with effect from 3 November 2023
and the Board has appointed Grant Thornton as auditor to fill the casual vacancy which has arisen. Accordingly, Resolution 4
seeks shareholder approval to appoint Grant Thornton as auditor of the Company. PricewaterhouseCoopers LLP has provided
the Company with a statement of circumstances confirming that it has resigned as auditor of the Company. A copy of
PricewaterhouseCoopers LLP’s statement of circumstances, as required by company law, can be viewed at corporate.yougov.
com/agm
Resolution 5 explanatory notes – Remuneration of Auditors
This resolution authorises the Directors to set the auditor’s remuneration.
Resolution 6 to 15 explanatory notes – Election of Directors
In keeping with the Board’s aim of following best corporate governance practice where appropriate, and in accordance with the
Company’s Articles of Association, each Director is required to stand for election or re-election by shareholders at each AGM.
Shalini Govil-Pai and Devesh Mishra joined the Board as a Non-Executive Directors in February 2023, and Steve Hatch joined
the Board as an Executive Director in August 2023, and as such, they are put forward for election. All further Directors are put
forward for re-election, including Stephan Shakespeare who is proposed for re-election as a Director in his new capacity as Non-
Executive Chair.
The Board is satisfied that each of the Directors bring a range of skills, experience and knowledge to the Board which supports the
Company’s strategy. The Board is also satisfied that each Non-Executive Director offering themself for re-election is independent
in character with the exception of the Chair by virtue of his prior role as Chief Executive Officer, and that there are no relationships
or circumstances likely to affect their character or judgement. Accordingly, the Board unanimously recommends that all Directors
standing for re-election continue to serve as Directors of the Company and that the Director standing for election be confirmed
to post.
For information about the Directors’ background and experience, see pages 78 to 81. For information regarding how the Board has
considered the independence of the Directors, see page 84. For information on Board succession planning activity and decisions
in the year, see the Nomination Committee Report on pages 92 to 94 including the Senior Independent Director’s Statement on
page 95.
Resolution 16 explanatory notes – Approval of Dividend
If this resolution is approved, a final dividend of 8.75p per Ordinary Share will be paid on Monday 11 December 2023 to those
shareholders on the register of members as at Friday 1 December 2023.
Resolution 17 explanatory notes – Change to the limit of the aggregate Non-Executive Directors’ fees
This resolution proposes that the Company shall increase the aggregate limit on fees to be paid to Non-Executive Directors set out
in article 84 of the Company’s Articles of Association. The Articles currently provide for a limit of £500,000 a year. The Company
is seeking shareholder approval, by way of ordinary resolution (in accordance with the provisions set out in Article 84) to increase
the limit on fees to be paid to Non-Executive Directors to an aggregate amount of £800,000 a year. The Directors are proposing
the increase in the aggregate limit in order to provide sufficient headroom to accommodate the increased size of the Board and
responsibilities of the Non-Executive Directors.
Resolution 18 explanatory notes – Adoption of Long-Term Incentive Plan 2023
The Directors seek approval for a new share-based incentive scheme to replace the LTIP 2019. Further information about the new
LTIP (“LTIP 2023”) is provided in the Directors’ Remuneration Report on page 112 and in the Appendix I to the Notice of AGM on
page 208. Subject to shareholder approval, awards under the LTIP 2023 will be granted to the Executive Directors and other senior
employees in December 2023, as explained in the Directors’ Remuneration Report. The Board is of the view that the LTIP 2023
provides fair, proportionate and long-term incentives which are in the best interests of shareholders.
Resolution 19 explanatory notes – Directors’ authority to allot shares
Generally, the Directors may only allot shares in the Company (or grant rights to subscribe for, or to convert any security into,
shares in the Company) if they have been authorised to do so by shareholders. If passed, Resolution 19 will authorise the Directors
to allot shares in the Company (and to grant rights to subscribe for, or to convert any security into, shares in the Company) up to
an aggregate nominal amount of £77,974. This amount represents approximately one-third of the issued ordinary share capital
of the Company (excluding treasury shares) as at 6 October 2023, being the last practicable date before the publication of this
document. If given, the authorities will expire at the conclusion of the Company’s next AGM or on 31 December 2024 (whichever is
the earlier). It is the Directors’ intention to renew the allotment authority each year.
The Directors have no current intention to exercise the authority sought under Resolution 19. However, the Directors consider that
it is in the best interests of the Company to have the authority available so that they have flexibility to allot shares or grant rights
without the need for a general meeting should they determine that it is appropriate to do so to respond to market developments
or to take advantage of business opportunities as they arise.
Special Resolutions
Resolutions 20 and 21 explanatory notes - Authority for disapplication of pre-emption rights
Generally, if the Directors wish to allot new shares or other equity securities (within the meaning of section 560 of the Act) for
cash or sell treasury shares for cash, then under the Act they must first offer such shares or securities to ordinary shareholders in
proportion to their existing holdings. These statutory pre-emption rights may be disapplied by shareholders.
In accordance with the Pre-Emption Group’s Statement of Principles on Disapplying Pre-Emption Rights (“Statement of Principles”),
the Directors are seeking authority to disapply pre-emption rights in two separate special resolutions: Resolutions 20 and 21 which,
if passed, will enable the Directors to allot equity securities for cash or sell treasury shares for cash up to a maximum aggregate
nominal amount of £56,197 without having to comply with statutory pre-emption rights.
The powers proposed under Resolution 20 will be limited to allotments or sales:
(a) in connection with a rights issue, open offer or other pre-emptive offer to ordinary shareholders and to holders of other equity
securities (if required by the rights of those securities or the Directors otherwise consider necessary), but (in accordance with
normal practice) subject to such exclusions or other arrangements, such as for fractional entitlements and overseas shareholders,
as the Directors consider necessary;
(b) in any other case, up to an aggregate nominal amount of £23,416 (which represents approximately 10% of the issued ordinary
share capital of the Company (including treasury shares) as at 6 October 2023, being the last practicable date before the
publication of this document); and
(c) up to 2% for a follow-on offer which the Directors determine to be a kind contemplated in the Statement of Principles.
204
205
YouGov plc Annual Report & Accounts 2023YouGov plc Annual Report & Accounts 2023ADDITIONAL INFORMATION Notice of Annual General Meeting
continued
The powers proposed under Resolution 21 will be limited to allotments or sales:
(a) up to an aggregate nominal amount of £23,416 (which represents approximately 10% of the issued ordinary share capital
of the Company (including treasury shares) as at 6 October 2023, being the last practicable date before the publication of this
document);
(b) used only for the purposes of financing (or refinancing, if authority is to be used within 12 months of the original transaction)
a transaction which the Directors determine to be an acquisition or other capital investment of a kind contemplated by the
Statement of Principles most recently published by the Pre-Emption Group prior to the date of this notice; and
(c) up to an aggregate nominal amount of £4,683 (which represents approximately 2% of the issued ordinary share capital of the
Company) for a follow-on offer which the Directors determine to be a kind contemplated in the Statement of Principles.
If given, this power will expire at the conclusion of the Company’s next AGM or on 31 December 2024 (whichever is the earlier). It is
the Directors’ intention to renew this power each year.
Resolution 22 explanatory notes - Authority for purchase of own shares for market value
Resolution 22, which will be proposed as a special resolution, renews a similar authority given at last year’s AGM. If passed, it will
allow the Company to purchase up to 11,707,809 ordinary shares in the market (which represents approximately 10% of the issued
ordinary share capital of the Company (excluding treasury shares) as at 6 October 2023, being the last practicable date before
the publication of this document). The minimum and maximum prices for such a purchase are set out in the resolution. If given,
this authority will expire at the conclusion of the Company’s next AGM or on 31 December 2024 (whichever is the earlier). It is the
Directors’ intention to renew this authority each year.
Any Ordinary Shares purchased under this authority may either be cancelled or held as treasury shares. Treasury shares may
subsequently be cancelled, sold for cash or used to satisfy options issued to employees pursuant to an employee share plan.
The authority to purchase own shares will be exercised only if the Directors believe that in doing so it is likely to promote the
success of the Company for the benefit of its members as a whole.
As at 6 October 2023, being the last practicable date prior to the publication of this notice, there were employee share plan
options over 3,768,468 Ordinary Shares in the capital of the Company which represent 3.2% of the Company’s issued Ordinary
Share capital at that date. This figure of Ordinary Shares includes both vested and unvested employee share options. If all share
options were to vest in full, and authority under this resolution to purchase the Company’s Ordinary Shares was exercised in full,
the proportion of Ordinary Shares subject to such options would represent 3.6% of the Company’s issued Ordinary Share capital
as at 6 October 2023, being the latest practicable date before publication of this notice.
Additional notes to the Notice of Annual General Meeting
1. Shareholder attendance
The AGM will be open to attendance by shareholders. For those who are unable to do so, the Company offers the opportunity for
shareholders to pose questions to the Board which will be responded to directly and made available on the Company’s website
following the AGM. Questions should be submitted to the Company by email to investor.relations@yougov.com by no later than
8.30 am GMT on Friday 1 December 2023.
2. Proxy voting
The Board encourages all shareholders to exercise their vote by appointing the Chair of the meeting as their proxy and providing
voting instructions in advance of the AGM.
A member entitled to attend and vote at the AGM is also entitled to appoint one or more proxies of their own choice to exercise all
or any of their rights to attend, speak and vote on their behalf at the AGM.
A member can only appoint a proxy using the procedures set out in these notes and the notes to the accompanying Form of
Proxy. A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the
rights attached to a different share or shares held by that member. A member may not appoint more than one proxy to exercise
rights attached to any one share. The proxy need not be a member of the Company, but must attend the AGM to represent
the member.
Forms of Proxy may alternatively be submitted electronically by logging on to sharegateway.co.uk and using the personal proxy
registration code which is printed on the Form of Proxy. For an electronic proxy appointment to be valid, the appointment must be
received by Neville Registrars Limited no later than 8.30 am GMT on Tuesday 5 December 2023. The return of a completed Form
of Proxy, other such instrument or any CREST Proxy Instruction (as described below) will not prevent a shareholder attending the
AGM and voting in person if he/she wishes to do so.
In accordance with Regulation 41 of the Uncertificated Securities Regulations 2001, to be entitled to attend and vote at the AGM
(and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the
Register of Members of the Company at 6.00 pm GMT on Tuesday 5 December 2023 (or, in the event of any adjournment, 6.00
pm on the date which is two days before the time of the adjourned meeting). Changes to the Register of Members after the
relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
3. Electronic voting
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by
using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those
CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who
will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a
“CREST Proxy Instruction”) must be properly authenticated in accordance with the specifications of Euroclear UK & International
Limited (the operator of the CREST system), and must contain the information required for such instruction, as described in
the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy must, to be valid, be transmitted to be received by the issuer’s agent (ID 7RA11)
by 8.30 am GMT on Tuesday 5 December 2023.
For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the
CREST Application Host) from which the issuer’s agent can retrieve the message by enquiry to CREST in the manner prescribed by
CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee
through other means.
CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK
& International Limited does not make available special procedures in CREST for any message. Normal system timings and
limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting
service provider, to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary
to ensure that a message is transmitted by means of the CREST system by any time. In this connection, CREST members and,
where applicable, their CREST sponsors or voting system service providers are referred to those sections of the CREST Manual
concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
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4. Corporate representatives
5. Plan limit
Corporate shareholders should consider appointing the Chair of the meeting as a proxy or corporate representative to ensure that
their votes can be cast in accordance with their wishes.
5. Documents available for inspection at and prior to the AGM
Copies of contracts of service and letters of engagement of the Directors with the Company and the current Articles of
Association of the Company are available for inspection at the Company’s registered office on any weekday (Saturdays, Sundays
and Bank Holidays excepted) during normal business hours. The rules of the LTIP 2023 will be available for inspection at the place
of the AGM for at least 15 minutes before and during the meeting.
Appendix I to the Notice of Annual General Meeting
Summary of the principal terms of the YouGov plc Long Term Incentive Plan 2023 (the “LTIP”)
A summary of the principal terms of the YouGov plc Long Term Incentive Plan 2023 (the “LTIP”) is set out below.
1. Eligibility
Any employee (including an executive Director) of YouGov plc (the “Company”) or any of its subsidiaries will be eligible to
participate in the LTIP at the discretion of the Board’s Remuneration Committee (“Remuneration Committee”).
2. Form of awards
Awards under the LTIP may be in the form of: (a) a conditional right to acquire ordinary shares in the Company (“Shares”) at no cost
to the participant (a “Conditional Award”), (b) an option to acquire Shares with an exercise price (if any) set by the Remuneration
Committee at the date of grant (an “Option”), (c) Shares subject to restrictions on disposal (“Forfeitable Shares”), (d) a right to
receive a cash amount which relates to the value of a certain number of notional Shares (a “Cash Award”) or (e) a cash or Share-
settled Share Appreciation Right (together, “Awards”). References in this summary to Shares include, where appropriate, notional
Shares to which a Cash Award relates. There is no current intention to grant Cash Awards to Executive Directors.
In any 10-year period, the number of Shares which may be issued (or committed to be issued) under the LTIP and under any other
employee share plan adopted by the Company may not exceed 10 per cent of the issued ordinary share capital of the Company
from time to time.
Treasury Shares will be treated as newly issued for the purpose of this limit until such time as guidelines published by institutional
investor representative bodies determine otherwise. Shares issued before, and Shares issued pursuant to commitments made
before, the Shares were first admitted to trading on AIM will not count towards this limit. Additionally, Shares purchased on the
market and used for the purpose of satisfying Awards will not count towards this limit.
6. Individual limit
Awards will not be granted to a participant under the LTIP in respect of any financial year over Shares with a market value (at the
date of grant, as determined by the Remuneration Committee) in excess of 300 per cent of a participant’s base salary.
7. Grant of awards
Awards may only be granted within the 42-day period beginning with (a) the approval of the LTIP by shareholders or (b) the dealing
day after the date on which the Company announces its results for any period. If the Company is restricted from granting Awards
during any such period, Awards may be granted in the period of 42 days following the relevant restriction being lifted. Awards may
also be granted at any other time the Remuneration Committee determines that exceptional circumstances have arisen which
justify the grant of an Award.
8. Dividend equivalents
The Remuneration Committee may provide additional Shares (or the cash equivalent) to a participant based on the value of some
or all of the dividends which would have been paid on the number of Shares acquired pursuant to the Award had the participant
held those Shares from the grant date until the date of vesting (or, in respect of an Option which is subject to a holding period,
from the grant date until the earlier of the date the option is exercised and the end of the holding period).
It is currently intended to grant Awards in form of Conditional Awards or Nil-Cost Options.
9. Malus and clawback
Awards may be granted over newly issued Shares, treasury Shares or Shares purchased in the market. Awards are not transferable
(other than automatically on death). No payment will be required for the grant of an Award. Awards will not form part of
pensionable earnings.
3. Performance conditions
It is intended that Awards granted to Executive Directors will be subject to the satisfaction of one or more performance conditions
which will determine the proportion (if any) of the Award which will vest following the end of a performance period. A performance
period will not ordinarily be less than three years long. The application of performance conditions to Awards granted to Executive
Directors will be consistent with the Company’s shareholder-approved Directors’ Remuneration Policy.
Any performance condition may be amended if an event occurs which causes the Remuneration Committee to consider that it
would be appropriate to amend such condition. Any amended performance condition would not be materially less difficult to
satisfy than the performance condition it replaces was at the time it was set.
It is intended that Awards granted to employees below Board level will either be subject to performance conditions or subject only
to continued employment. In the latter case, the Awards will normally vest following the end of a period (normally at least three
years long) provided the participant has remained an employee or has ceased employment due to certain specified ‘good leaver’
reasons.
4. Discretionary adjustment
The Remuneration Committee can adjust the formulaic vesting outcome of any Award upwards or downwards (including to zero)
if it considers that the extent to which the Award would otherwise vest is not a fair reflection of the performance of the Company,
the participant’s performance and/or wider circumstances.
The Remuneration Committee may, in its absolute discretion, determine at any time prior to the vesting of an Award (and, in the
case of an Option, at any time before it is exercised) to reduce the number of Shares to which an Award relates (including to nil) in
circumstances including:
a. the Remuneration Committee forms the view that the Company materially misstated any financial information which was taken
into account in determining the size or the vesting of the Award;
b. the Remuneration Committee forms the view that the assessment of a performance or other condition was based on an error,
or on inaccurate information;
c. there is evidence of fraud, gross misconduct, dishonesty or other behaviour which would have entitled the participant’s
employer to summarily dismiss them;
d. reputational damage to the Company, any group company or a relevant business unit;
e. the Remuneration Committee determines there is a corporate failure, material downturn, material failure of risk management
or the occurrence of an event which in the opinion of the Remuneration Committee is a serious health and safety event in any
group company or a relevant business unit,
f. the participant was a good leaver by reason of retirement with the agreement of the Remuneration Committee, but becomes
employed in a paid executive role,
g. the participant has participated in or was responsible for conduct which resulted in significant losses to a Group Company, and
h. a participant who has ceased to be an Employee materially breaches any confidentiality or other agreement with any Group
Company.
The participant can be required to give back some or all of the Shares or cash received pursuant to an Award (or pay an amount
equal to the value of such Shares) if, within two years of an Award vesting, the Remuneration Committee becomes aware that any
of the events described above have occurred. The clawback obligation can be enforced against any other Awards the Participant
holds, any cash bonus payable to the Participant, or any other award under an incentive scheme operated by a member of the
Company’s group.
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10. Vesting and exercise
15. Amendment and termination
The Remuneration Committee may amend the LTIP at any time, provided that prior approval of the Company’s shareholders in
a general meeting will be required for amendments to the advantage of eligible employees or participants relating to eligibility,
limits, the basis for determining a participant’s entitlement to, and the terms of, the Shares or cash comprised in an Award and the
impact of any variation of capital.
However, any minor amendment to benefit the administration of the LTIP, to take account of legislative changes, or to obtain
or maintain favourable tax, exchange control or regulatory treatment may be made by the Remuneration Committee without
shareholder approval.
No amendment may be made to the material disadvantage of participants in the LTIP without the consent of participants who
hold Awards that would be affected over at least 50% of the total number of Shares subject to such Awards.
The LTIP will terminate on the tenth anniversary of its approval by shareholders. The rights of existing participants will not be
affected by any termination.
16. Documents available for inspection
The rules of the LTIP will be available for inspection at the place of the general meeting for at least 15 minutes before and during
the meeting and on the national storage mechanism from the date of the mailing of this notice to shareholders.
Awards that are subject to one or more performance conditions will normally vest, to the extent that the performance condition(s)
has/have been satisfied, on the later of the third anniversary of the grant date and the date the Remuneration Committee
determines the extent to which the performance conditions have been met. Where Awards are granted without performance
conditions, they will vest on a date determined by the Remuneration Committee at the time of grant (normally the third
anniversary of the grant date). Options will then normally be exercisable until the tenth anniversary of the grant date.
11. Holding period
Awards may be granted with a requirement that any shares which are acquired by employees pursuant to an Award must normally
be held for a minimum period of two years, save for a sale of Shares to fund (i) any tax or social security liability arising in respect
of the vesting or exercise of the Award or (ii) the payment of the exercise price of an Option.
12. Cessation of employment
If a participant ceases to be employed by the Company or one of its subsidiaries (together, the “Group”) by reason of death,
retirement (with the agreement of their employer), ill-health, injury, disability, redundancy, or the sale of the business or subsidiary
that employs him or her out of the Group or for any other reason at the Remuneration Committee’s discretion, any unvested Award
he or she holds will usually continue until the normal vesting date unless the Remuneration Committee determines that the Award
will vest earlier.
Awards will vest in respect of a number of Shares determined by the Remuneration Committee, taking account of the extent to
which the Performance Condition(s) has/have been achieved (over the shortened period where the Award vests early) and, unless
the Remuneration Committee determines otherwise, the number of Shares which vest will be reduced to reflect the proportion of
the Performance Period (or, in relation to an Award which is not subject to a Performance Condition, the period beginning on the
grant date and ending on the normal vesting date) (the “Pro-Rating Period”) that has elapsed at the date the participant ceases
employment.
Where Awards vest in these circumstances, an Option will normally be exercisable for 90 days (or one year where the participant
has become a good leaver by reason of death) after it vests.
If a participant ceases employment with the group in any other circumstances any Award he or she holds shall lapse on the date
on which the participant ceases employment (or, of the Remuneration Committee so decides, the date they give (or, where they
will not be a good leaver, receive) notice).
13. Corporate events
In the event of a change of control of the Company, unvested Awards will vest to the extent the performance condition(s) have
been met over the period ending on the date of the change of control (or would, in the opinion of the Remuneration Committee,
have been achieved over the full performance period) and, unless the Remuneration Committee determines otherwise, the
number of Shares which vest will be reduced to reflect the proportion of the Pro-Rating Period that has elapsed as at the date of
the change of control. Options will then be exercisable for a period of one month, unless the Remuneration Committee requires
holders of Options who wish to exercise their Option(s) to give, in advance of the change of control, a notice exercising their
Option(s) with effect from immediately before the change of control.
Alternatively, the Remuneration Committee may permit or, in the case of an internal reorganisation, require, Awards to be
exchanged for equivalent awards which relate to shares in a different company.
14. Adjustments
If a variation of the Company’s share capital or an extraordinary distribution materially affects, in the Remuneration Committee’s
opinion, the value of the Awards, it may adjust the number of Shares subject to an Award and/or the per Share exercise price of an
Option.
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YouGov plc Annual Report & Accounts 2023ADDITIONAL INFORMATION